Notice of 2014 Annual Meeting and Proxy Statement - T …investor.t-mobile.com/interactive/lookandfeel/4091145/2014proxy... · 2014 Proxy Statement Summary ... T-Mobile Notice of

Notice of 2014 Annual Meeting and Proxy Statement

April 24, 2014

Dear Stockholder,

I am pleased to invite you to the 2014 Annual Meeting of Stockholders of T-Mobile US, Inc. to be held on Thursday, June 5,2014, at 9:30 a.m. Pacific Daylight Time, at the Hyatt Regency Bellevue, 900 Bellevue Way NE, Bellevue, Washington 98004(the “Annual Meeting”).

As a stockholder of T-Mobile, you have an important role in our Company by considering and taking action on the matters setforth in the attached Proxy Statement. We appreciate the time and attention you invest in making thoughtful decisions.

Attached you will find a Notice of 2014 Annual Meeting of Stockholders and Proxy Statement that contain further informationabout the Annual Meeting, including a description of the matters to be voted on at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and then castyour vote as instructed, as promptly as possible. We encourage you to vote before the applicable voting cut-off date so thatyour shares will be represented and voted at the Annual Meeting even if you cannot attend in person. Since the voting cut-offvaries by voting method, I encourage you to review the Proxy Statement (and the voting instructions form provided to you byyour broker or other registered holder, if applicable) for information regarding when you must cast your vote in order for it to becounted at the Annual Meeting. If you attend the Annual Meeting, you will be able to vote in person even if you have previouslysubmitted your proxy. Information on how to obtain an admission ticket to the Annual Meeting is included in the ProxyStatement.

Thank you for your continued interest in and support of T-Mobile.

Sincerely yours,

John J. LegerePresident, Chief Executive Officer and Director

Notice of 2014 Annual Meeting of Stockholders

Date: June 5, 2014

Time: 9:30 a.m. Pacific Daylight Time

Place: Hyatt Regency Bellevue900 Bellevue Way NEBellevue, Washington 98004

At the T-Mobile US, Inc. 2014 Annual Meeting of Stockholders, or Annual Meeting, you will be asked to:

1. Elect eleven directors named in the Proxy Statement to the Company’s Board of Directors;

2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered publicaccounting firm for the fiscal year ending December 31, 2014;

3. Vote, on an advisory basis, to approve the compensation of the Company’s named executive officers for fiscal year2013 as disclosed in the accompanying Proxy Statement;

4. Vote on a stockholder proposal, if properly presented at the Annual Meeting; and

5. Consider any other business that is properly brought before the Annual Meeting or any continuation, adjournment orpostponement of the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the Board’s nominees for director, “FOR” the appointment ofPricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, “FOR” the approval ofthe compensation of the Company’s named executive officers, and “AGAINST” the stockholder proposal.

The Board of Directors has established the close of business on April 10, 2014 as the record date for the determination ofholders of T-Mobile US, Inc.’s common stock entitled to notice of, and to vote at, the Annual Meeting, and any continuation,adjournment or postponement thereof.

Your vote is very important to us. Whether or not you attend the Annual Meeting in person, you are urged to mark, date andsign the enclosed proxy card and return it to the Company or use an alternate voting option described in the Proxy Statementbefore the Annual Meeting to ensure that your shares are voted. We encourage you to vote electronically by using the Internetor to vote by telephone because it is easy and efficient and will help us reduce our impact on the environment.

By Order of the Board of Directors,

Timotheus HöttgesChairman of the Board of Directors

Bellevue, WashingtonApril 24, 2014

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 5, 2014

The Proxy Statement and Annual Report to Stockholders are available at https://www.proxyvote.com

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Table of contents

Item Page

2014 Proxy Statement SummaryInformation 1

Questions and Answers About theAnnual Meeting and Voting 5

Proposal 1 — Election of Directors 9

Corporate Governance 14

Controlled Company Exemption 14

Corporate Governance Guidelines andCode of Business Conduct 14

Board’s Role in Risk Management 14

Board Leadership Structure 15

Executive Sessions of Directors 16

Board Composition and DeutscheTelekom Board Designation Rights 16

Nomination Process, DirectorCandidate Selection and Qualifications 16

Director Independence 17

Board Committees and Related Matters 18

Director Compensation 22

Proposal 2 — Ratification of theAppointment ofPricewaterhouseCoopers LLP asOur Independent Registered PublicAccounting Firm for Fiscal Year2014 25

Audit and All Other Fees 26

Item Page

Audit Committee Pre-Approval Policy 26

Audit Committee Report 26

Proposal 3 — Advisory Vote toApprove Executive Compensation 28

Executive Compensation 29

Compensation Discussion and Analysis 29

Compensation Committee Report 39

Executive Compensation Tables 40

Equity Compensation Plan Information 49

Security Ownership of PrincipalStockholders 50

Transactions with Related Personsand Approval 51

Procedures for Approval of RelatedPerson Transactions 51

Transactions with Deutsche Telekom 52

Other Related Person Transactions 59

Indemnification 60

Proposal 4 — Stockholder ProposalRelated to Human Rights RiskAssessment 61

Other Information and Business 63


2014 Proxy Statement Summary Information

Annual Meeting of StockholdersTime and Date: 9:30 a.m. Pacific Daylight Time, Thursday, June 5, 2014

Place: Hyatt Regency Bellevue900 Bellevue Way NEBellevue, Washington 98004

Record Date: Close of business on April 10, 2014

Voting: Stockholders of record as of the record date are entitled to vote. Each share of common stock is entitled to onevote for each director nominee and one vote for each of the other proposals to be voted on.

Attendance: If you plan to attend the Annual Meeting in person, you must bring the Notice of Internet Availability of ProxyMaterials or the admission ticket enclosed with the paper copy of the proxy materials. If your shares are notregistered in your name, you will need a legal proxy, account statement or other documentation confirming yourT-Mobile stock holdings from the broker, bank or other institution that holds your shares. You will also need avalid, government-issued picture identification that matches your Notice of Internet Availability of ProxyMaterials, admission ticket, legal proxy or other confirming documentation.

Business CombinationOn April 30, 2013, the transactions contemplated by the BusinessCombination Agreement (the “Business Combination Agreement”),dated October 3, 2012, as amended, by and among DeutscheTelekom AG (“Deutsche Telekom”), certain subsidiaries of DeutscheTelekom, T-Mobile USA, Inc., formerly an indirect wholly ownedsubsidiary of Deutsche Telekom (“T-Mobile USA”), and MetroPCSCommunications, Inc. were consummated (the “BusinessCombination”). In connection with the Business Combination, weamended and restated our certificate of incorporation to change ourname to T-Mobile US, Inc. and effected a 1:2 reverse split of ourcommon stock, among other things. Under the terms of the BusinessCombination Agreement, we made a cash payment in the aggregateamount of $1.5 billion to the holders of our common stock, and

Deutsche Telekom received approximately 74% of the fully dilutedshares of common stock of the combined company (approximately66.7% as of March 31, 2014) in exchange for its transfer of all of T-Mobile USA’s common stock. We also entered into a Stockholder’sAgreement and certain other agreements with Deutsche Telekom.For a description of the Business Combination and the relatedagreements we entered into with Deutsche Telekom, see“Transactions with Related Persons and Approval – Transactionswith Deutsche Telekom – The Business Combination,”“– Stockholder’s Agreement,” “– Trademark License,” and“– Financing Arrangements.” We refer to MetroPCSCommunications, Inc. prior to the consummation of the BusinessCombination as “legacy MetroPCS.”

T-Mobile Notice of 2014 Annual Meeting and Proxy Statement 1

2014 PROXY STATEMENT SUMMARY INFORMATION

Performance Highlights for 2013In 2013, we transformed our Company under the Un-carrier initiative, successfully executed the network modernization plan and became the fastestgrowing wireless carrier in the United States, while achieving strong results in total shareholder return.

May 1$16.52

Dec. 31$33.64

AMERICA’S FASTEST GROWINGWIRELESS COMPANY

TOTAL NET ADDS IN 2013

2013 Results

Q1 13 Q2 13 Q3 13 Q4 13

TotalRevenue

1.645M

Total Net Customer Additions

$5.96B $6.65B $6.69B $6.83B

Rapid Expansion of Fastest 4G LTE Network in the US1

(In millions)

Q1 13 Q2 13 Q3 13 Q4 13

POPs Covered

POPs Targeted

157

203 209

100

150

200

Q1 and Q2 2013 results are pro forma combined based on total revenues oflegacy MetroPCS and T-Mobile USA.

1 Based on download speeds

Our Governance PracticesDue to Deutsche Telekom’s ownership of a majority of ouroutstanding shares of common stock, we are a controlled companyunder the rules of the New York Stock Exchange (“NYSE”). As acontrolled company, we are exempt from certain NYSE corporategovernance requirements. Pursuant to the NYSE controlledcompany rules, we have elected not to require a majority of directorsto be independent, and our Nominating and Corporate Governanceand Compensation Committees are not composed entirely ofindependent directors. Our Board of Directors recognizes theimportance of good corporate governance practices, which itbelieves enhance corporate performance, accountability and long-term stockholder value. We have adopted a number of corporategovernance practices to enhance our governance, including:

• We have an unclassified Board and all of our directors are electedannually to one-year terms;

• Five of our continuing directors are independent under NYSE rules;

• An independent director has been appointed as chair of ourNominating and Corporate Governance Committee and of ourCompensation Committee;

• The Chairman of the Board and Chief Executive Officer roles havebeen separated, and a nonmanagement director (who is anemployee of Deutsche Telekom) serves as Chairman of theBoard;

• Our Board of Directors has appointed a lead independent directorto serve as a liaison between the independent directors and theChairman of the Board and preside at executive sessions of ourindependent directors;

• The charter of the Executive Committee of the Board requires thatat least one member of the committee be the lead independentdirector or another director who is not affiliated with DeutscheTelekom;

• Our Stockholder’s Agreement and our Related PersonTransaction Policy require that transactions between us andDeutsche Telekom or its affiliates must be either unanimouslyapproved by our Audit Committee or approved by our Board ofDirectors, including a majority of the directors who are notaffiliated with Deutsche Telekom; and

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• We mitigate undue risk in our executive compensation programsthrough the use of an independent compensation consultant,caps on potential payments, clawbacks, stringent stock

ownership and holding requirements, and prohibition of hedgingand pledging of Company securities.

2013 Board and Committee Meetings*Board/Committee Number of MeetingsBoard 20Audit Committee 18Compensation Committee 8Nominating and Corporate Governance Committee 5Executive Committee 1Other** 5

* Includes information regarding legacy MetroPCS Board and Board committee meetings in 2013, prior to the consummation of the Business Combination.** Includes the Finance and Planning Committee, which was dissolved by the Board following the consummation of the Business Combination, and other ad hoc committees formed by the

Board from time to time.

Highlights of Requested Stockholder Actions at the AnnualMeeting

Agenda and Voting RecommendationsProposal Description Board Recommendation Page

1 Election of Directors “FOR” each nominee 92 Ratification of Appointment of Independent Registered Public Accounting Firm “FOR” 253 Advisory Vote to Approve Executive Compensation “FOR” 284 Vote on a Stockholder Proposal “AGAINST” 61

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:VIA THE INTERNETVisit the website listed on your proxy card

BY MAILSign, date and return your proxy card in the enclosedenvelope

BY TELEPHONECall the telephone number on your proxy card

IN PERSONAttend the Annual Meeting in Bellevue

Elect Eleven Directors (Proposal 1 begins on page 9 of this Proxy Statement)Our Board of Directors consists of eleven directors. All of our currentdirectors other than James N. Perry, Jr. are standing for reelection atthe Annual Meeting. Mr. Perry informed us in February 2014 that hehad decided not to stand for reelection. The Board has nominatedBruno Jacobfeuerborn for election at the Annual Meeting to fill theposition being vacated by Mr. Perry. Each of the director nomineesstanding for election, of whom seven were designated for

nomination by Deutsche Telekom pursuant to its rights under ourcertificate of incorporation and the Stockholder’s Agreement, wasunanimously nominated by our Board based on his or her expertise,qualifications, attributes and skills. Information regarding each of thedirector nominees is set forth on pages 9 to 13 of this ProxyStatement. The Board recommends that you vote “FOR” theelection of each of the director nominees.

Ratify the Appointment of the Company’s Independent Registered Public AccountingFirm (Proposal 2 begins on page 25 of this Proxy Statement)The Audit Committee has appointed PricewaterhouseCoopers LLPas our independent registered public accounting firm for fiscal year2014. We are seeking ratification by our stockholders of theappointment of PricewaterhouseCoopers LLP. The Board of

Directors recommends that you vote “FOR” the ratification ofPricewaterhouseCoopers LLP to serve as our independentregistered public accounting firm for the fiscal year endingDecember 31, 2014.



Advisory Vote to Approve Executive Compensation (Proposal 3 begins on page 28 of thisProxy Statement)The Board of Directors is seeking an advisory vote from ourstockholders to approve the compensation of the Named ExecutiveOfficers in 2013, as disclosed in this Proxy Statement (the “say-on-pay” proposal). In considering this proposal, please read ourCompensation Discussion and Analysis, as well as theaccompanying compensation tables and related narrative

disclosure, which explains the Compensation Committee’scompensation decisions and how our executive compensationprogram aligns the interests of our executive officers with those ofour stockholders. The Board recommends that you vote “FOR” theapproval of the compensation of our Named Executive Officers in2013.

Vote on Stockholder Proposal (Proposal 4 begins on page 61 of this Proxy Statement)A stockholder has requested that stockholders vote on a resolutionurging the Board of Directors to report to stockholders on T-Mobile’sprocess for identifying and analyzing potential and actual human

rights risks of T-Mobile’s services, operations and supply chain. TheBoard recommends that you vote “AGAINST” the stockholderproposal.

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QUESTIONS AND ANSWERS ABOUT THEANNUAL MEETING AND VOTING

Why did I receive these materials?

As a holder of common stock of T-Mobile US, Inc. (the “Company,”“we” or “us”) at the close of business on April 10, 2014, the recorddate, you are entitled to vote at the Annual Meeting. We are providingyou with these proxy materials in connection with the solicitation ofproxies by our Board of Directors to be used at the Annual Meeting.

These proxy materials will be made available to our stockholders onor about April 24, 2014. This Proxy Statement describes theproposals to be voted on at the Annual Meeting by the holders ofrecord of our common stock on the record date and includesinformation required to be disclosed to our stockholders.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to:

• Elect eleven directors for terms expiring at the 2015 AnnualMeeting of Stockholders;

• Ratify the Audit Committee’s appointment ofPricewaterhouseCoopers LLP as the Company’s independentregistered public accounting firm for fiscal year 2014;

• Vote, on an advisory basis, to approve the compensation of ourNamed Executive Officers for fiscal year 2013, as disclosed in thisProxy Statement;

• Vote on a stockholder proposal, if properly presented at theAnnual Meeting; and

• Consider any other business that may be properly brought beforethe Annual Meeting or any continuation, adjournment orpostponement thereof.

Who may vote at the Annual Meeting?

If you are a holder of record of our common stock as of the recorddate (April 10, 2014), you may vote your shares on the matters to bevoted on at the Annual Meeting. You will receive only one proxy cardfor all the shares of common stock you hold in certificate and book-entry form.

If, as of the record date, you hold shares of our common stock in“street name” – that is, through an account with a bank, broker orother institution – you may direct the registered holder how to voteyour shares at the Annual Meeting by following the instructions thatyou will receive from the registered holder.

How do proxies work?

While we encourage all holders of our common stock to attend theAnnual Meeting, our Board of Directors is asking for your proxy to bevoted at the Annual Meeting. This means you may vote by authorizingthe persons selected by us as your proxy to vote your shares at theAnnual Meeting according to your instructions on the matters setforth in this Proxy Statement, and according to their discretion on any

other business that may properly come before the Annual Meeting.We have designated two of our executive officers as proxies for theAnnual Meeting: John J. Legere, our President and Chief ExecutiveOfficer, and J. Braxton Carter, our Executive Vice President and ChiefFinancial Officer.

How do I vote?

If you are a holder of record of our common stock as of the recorddate, you may vote in the following ways:

By Internet. Go to www.proxyvote.com 24 hours a day, sevendays a week, and follow the on-screen instructions to submit yourproxy. You will need to have your proxy card available and use theCompany number and account number shown on your proxy card tocast your vote. This method of voting will be available until 11:59 p.m.Eastern Daylight Time, or EDT, on June 4, 2014, or the dateimmediately before any date to which the Annual Meeting may becontinued, adjourned or postponed.

By Mail. You may submit your proxy by mail by returning yourexecuted proxy card. You should sign your proxy card using exactlythe same name as appears on the card, date your proxy card andindicate your voting preference on each proposal. You should mailyour proxy card in plenty of time to allow delivery prior to the AnnualMeeting. Proxy cards received after June 5, 2014 at 9:30 a.m. PDTmay not be considered unless the Annual Meeting is continued,adjourned or postponed and then only if such proxy cards arereceived before the date and time the continued, adjourned orpostponed Annual Meeting is held.


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

By Phone. You also may submit your proxy by phone from theUnited States and Canada, using the toll-free number on the proxycard and the procedures and instructions described on the proxycard. Telephone voting will be considered at the Annual Meeting ifcompleted prior to 11:59 p.m. EDT on June 4, 2014, or the dateimmediately before any date to which the Annual Meeting may becontinued, adjourned or postponed.

In Person. You also may vote in person at the Annual Meeting.See “What do I need in order to attend the Annual Meeting?” below.

If you hold shares of our common stock in “street name” as of therecord date, please see the voting instructions form provided to youby your broker or other registered holder for instructions on how tovote by Internet, by mail or by phone. You also may vote in person atthe Annual Meeting by obtaining a legal proxy from your registeredholder, attending the Annual Meeting in person and voting pursuantto the legal proxy.

How are the votes recorded? What is the effect if I do not vote?

If you are a registered holder and we receive a valid proxy card fromyou by mail or receive your vote by phone or Internet, your shares willbe voted by the named proxy holders as indicated in your votingpreference selection. If you return your signed and dated proxy cardwithout indicating your voting preference on one or more of theproposals to be considered at the Annual Meeting, or you otherwisedo not indicate your voting preference via phone or Internet on oneor more of the proposals to be considered at the Annual Meeting,your shares will be voted on the proposals for which you did notindicate your voting preference in accordance with therecommendations of the Board of Directors.

If you hold your shares in street name and want your shares to bevoted, you must instruct your broker, bank or other institution how tovote such shares. Absent your specific instructions, NYSE rules do

not permit brokers and banks to vote your shares on a discretionarybasis for nonroutine corporate governance matters, such as theelection of directors, the say-on-pay proposal and the stockholderproposal, but your shares can be voted without your instructions onthe ratification of the appointment of PricewaterhouseCoopers LLPas our independent registered public accounting firm because this isconsidered a routine matter.

If you indicate that you wish to withhold authority or abstain fromvoting on a proposal, your shares will not be voted and will have nodirect effect on the outcome of that proposal. Your vote, however,will count toward the quorum necessary to hold the Annual Meeting.

Can I change my vote or revoke my proxy?

Yes. If you are a holder of record of our common stock, you mayrevoke your proxy at any time prior to the voting deadlines referred toin “How do I vote?” above by:

• delivering to our Corporate Secretary at our principal executiveoffice located at 12920 SE 38th Street, Bellevue, Washington98006, a written revocation prior to the date and time of theAnnual Meeting;

• submitting another valid proxy card with a later date by mail;

• submitting another proxy by phone or Internet; or

• attending the Annual Meeting in person and giving theCompany’s Inspector of Elections notice of your intent to voteyour shares in person.

Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in street name, you must contact your brokeror other registered holder in order to revoke your previouslysubmitted voting instructions. Such revocation should be madesufficiently in advance of the Annual Meeting to ensure that therevocation of the proxy card submitted by your registered holder isreceived by our Corporate Secretary prior to the date and time of theAnnual Meeting.

What is required for a quorum at the Annual Meeting?

To transact business at the Annual Meeting, a majority of the sharesof our common stock outstanding on the record date and entitled tovote at the Annual Meeting must be present, in person or by proxy,at the Annual Meeting. We refer to this as a quorum. If a quorum isnot present at the Annual Meeting, no business can be transacted atthat time, and the meeting will be continued, adjourned orpostponed to a later date. On the record date there were802,910,313 shares of our common stock outstanding and entitledto vote at the Annual Meeting.

A stockholder’s instruction to “withhold authority,” abstentions, andbroker non-votes will be counted as present and entitled to vote atthe Annual Meeting for purposes of determining quorum. See “Howdoes the Board recommend I vote and how many votes are requiredto approve each proposal?” below for an explanation of broker non-votes.

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How does the Board recommend I vote, and how many votes are required toapprove each proposal?

ProposalRecommended

VoteVote

Required

Withhold Votes/Abstentions

Counted as a“No” Vote

DiscretionaryVote Allowed?

1. Election of Directors “FOR” Plurality No No2. Ratification of Appointment of Independent Registered Public Accounting Firm “FOR” Majority No Yes3. Advisory Vote to Approve Executive Compensation “FOR” Majority No No4. Vote on a Stockholder Proposal “AGAINST” Majority No No

Under our bylaws, our directors are elected by a plurality of the votescast on each such director’s election by stockholders entitled to voteon the election of directors at the Annual Meeting. A “plurality”means that the director nominees receiving the highest number of“FOR” votes from our holders entitled to vote will be elected.“Withhold authority” votes and broker non-votes will have no directeffect on the outcome of the election of directors.

Any matter or proposal for which the vote required is a “majority” will,if presented, be approved if a majority of the votes cast “FOR” suchproposal exceed the number of votes cast “AGAINST” suchproposal. Neither abstentions nor broker non-votes will count asvotes cast “FOR” or “AGAINST” the proposal. Therefore,abstentions and broker non-votes will have no direct effect on theoutcome of the proposal. Under our bylaws, the ratification of theappointment of our independent registered public accounting firm,

the say-on-pay proposal and the stockholder proposal are decidedby the vote of a majority of the votes cast in person or by proxy at theAnnual Meeting by the holders of our shares of common stockentitled to vote thereon.

“Discretionary voting” occurs when a bank, broker or otherregistered holder does not receive voting instructions from thebeneficial owner and votes those shares in its discretion on anyproposal on which the NYSE rules permit such bank, broker or otherregistered holder to vote. When banks, brokers and other registeredholders are not permitted under the NYSE rules to vote withoutspecific instructions from the beneficial owners, the shares they holdare referred to as “broker non-votes.” The proposal to ratifyPricewaterhouseCoopers LLP as our independent registered publicaccounting firm for the year ending December 31, 2014 is the onlyproposal on which “discretionary voting” is allowed.

What do I need in order to attend the Annual Meeting?

If you are a record holder of shares of our common stock, you mustbring either the Notice of Internet Availability of Proxy Materials or theadmission ticket enclosed with the paper copy of the proxymaterials. However, if you hold your shares of common stock instreet name, you must ask the broker, bank or other institution(registered holder) that holds your shares to provide you with a legalproxy, a copy of your account statement, or a letter from theregistered holder confirming that you beneficially own or hold sharesof our common stock as of the close of business on April 10, 2014.You can obtain an admission ticket by presenting this confirmingdocumentation from your broker, bank or other institution at theAnnual Meeting.

Every attendee of the Annual Meeting will be required to show avalid, government-issued picture identification that matches his or

her Notice of Internet Availability of Proxy Materials, admission ticket,legal proxy and/or confirming documentation to gain admission tothe Annual Meeting. Seating is limited and will be available on a first-come, first-served basis.

For safety and security purposes, we do not permit any stockholderto bring cameras, video or audio recording equipment, large bags,briefcases or packages into the meeting room or to otherwise recordor photograph the Annual Meeting. We also ask that all stockholdersattending the Annual Meeting turn off all cell phones, pagers, andother electronic devices during the Annual Meeting. We reserve theright to inspect any bags, purses or briefcases brought into theAnnual Meeting.

Who will tabulate and count the votes?

Representatives of Broadridge Financial Solutions will tabulate the votes and act as the Company’s Inspector of Elections.

Who bears the cost of the proxy solicitation?

We will bear all of the costs of soliciting proxies, including thepreparation, assembly, printing and distribution of all proxymaterials. We also reimburse brokers, banks, fiduciaries, custodiansand other institutions for their costs in forwarding the proxy materialsto the beneficial owners or holders of our common stock. Our

directors, officers and employees also may solicit proxies by mail,personally, by telephone, by email or by other appropriate means.No additional compensation will be paid to directors, officers orother employees for such services.



Where can I find the voting results for each proposal?

We will file a Current Report on Form 8-K within four business days after the Annual Meeting to announce the preliminary results of voting.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but noproxy materials?

We have elected to deliver our proxy materials to the majority of ourstockholders over the Internet under the “notice and access” rules ofthe Securities and Exchange Commission (the “SEC”). Thisapproach conserves natural resources and reduces our costs ofprinting and distributing the proxy materials, while providingstockholders a convenient method of accessing the materials and

voting. On or about April 24, 2014, we mailed to our stockholders a“Notice of Internet Availability of Proxy Materials” containinginstructions on how to access the proxy materials online, how tovote online, by telephone or by mail, and how to request a papercopy of this Proxy Statement and related materials, including our2013 Annual Report to Stockholders.

Can I access the proxy materials and the Company’s Annual Report on theInternet?

Yes, this Proxy Statement and the 2013 Annual Report toStockholders are available free of charge on the Internet athttps://www.proxyvote.com and on the Company’s website at

http://investor.t-mobile.com by selecting “SEC Filings” under the“Financial Reports” tab.

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Proposal 1-Election of Directors

Board of DirectorsThe size of our Board of Directors has been fixed at eleven. The Boardhas nominated each of W. Michael Barnes, Thomas Dannenfeldt,Srikant M. Datar, Lawrence H. Guffey, Timotheus Höttges, BrunoJacobfeuerborn, Raphael Kübler, Thorsten Langheim, John J.Legere, Teresa A. Taylor and Kelvin R. Westbrook for election at theAnnual Meeting to serve as a director for a term that would end at the2015 Annual Meeting of Stockholders and has found each nominee tobe qualified based on his or her experience, attributes and skills. Eachof the nominees has consented to stand for election and has indicatedthat if elected, he or she plans to serve and will hold office until the laterof the 2015 Annual Meeting of Stockholders or until his or her

successor is elected and qualified, unless the nominee earlier resigns,retires, passes away or otherwise no longer serves as a director.Messrs. Höttges, Kübler, Langheim, Dannenfeldt, Jacobfeuerbornand Westbrook and Ms. Taylor were designated for nomination byDeutsche Telekom pursuant to its rights under our certificate ofincorporation and the Stockholder’s Agreement.

In February 2014, James N. Perry, Jr., who had served as a directorof the Company since November 2005, informed us that he wouldnot stand for election at the 2014 Annual Meeting of Stockholders.

Required VoteUnder our bylaws, directors are elected by a plurality of the votes caston each such director’s election by stockholders entitled to vote onthe election of directors at the Annual Meeting. Shares representedby executed proxies received by the Company will be voted, unlessotherwise marked withheld, “FOR” the election of each of thenominees. In the event that any of the nominees should beunavailable for election as a result of an unexpected occurrence,such shares may be voted for the election of such substitute nomineeas the Board of Directors may nominate. In the alternative, if avacancy remains, the Board may fill such vacancy at a later date or

reduce the size of the Board, subject to certain requirements in ourcertificate of incorporation. Each of the nominees has agreed to benamed in this Proxy Statement and to serve if elected, and we haveno reason to believe that any of the nominees will be unable orunwilling to serve if elected.

The following biographies provide certain information on eachnominee’s occupation and business experience, age and otherdirectorships held in public companies.

Nominees

W. Michael Barnes

W. Michael Barnes, age 71, has served as a director of our Company since May 2004 and is a member ofthe Audit Committee of the Board of Directors. Until the Business Combination was consummated onApril 30, 2013, Mr. Barnes served as the chair of the Audit Committee of the legacy MetroPCS Board andalso served on the Compensation Committee. Mr. Barnes held several positions at Rockwell InternationalCorporation, a multi-industry company in high technology businesses including aerospace, commercialand defense electronics, telecommunication equipment, industrial automation systems and semi-conductor products manufacturing, between 1968 and 2001, including Senior Vice President, Finance &Planning, and Chief Financial Officer from 1991 through 2001. Mr. Barnes has served as a director ofAdvanced Micro Devices, Inc. since 2003 where he serves as Chairman of the Audit and FinanceCommittee and is a member of the Nominating and Corporate Governance Committee. Mr. Barnes holds aPh.D. in operations research from Texas A&M University. He also holds Bachelor’s and Master’s degrees inindustrial engineering from Texas A&M University. Mr. Barnes’ individual qualifications and skills that led tothe conclusion that he should serve as a director include his extensive financial management and strongunderstanding of high technology-related business.


PROPOSAL 1 – ELECTION OF DIRECTORS

Thomas Dannenfeldt

Thomas Dannenfeldt, age 47, has served as a director of our Company since November 15, 2013, and is amember of the Compensation Committee and Executive Committee of our Board of Directors.Mr. Dannenfeldt has served as the Chief Financial Officer of Deutsche Telekom, our majority stockholderand a leading integrated telecommunications company, since January 2014. He was Finance Director ofTelekom Deutschland from April 2010 to December 2013. From July 2009 to April 2010, he was the CFOof T-Mobile Deutschland. From January 2010 to April 2010 he was also responsible for the fixed line part ofDeutsche Telekom as a member of the T-Home Board of Management. Prior to that, he was on theT-Home Board of Management responsible for the Market and Quality Management since January 2007.Mr. Dannenfeldt started his career at Deutsche Telekom in 1992 and has gained more than 20 years ofexperience in various leadership roles in sales, marketing and finance in national and international mobileand fixed line telecommunications business. He also served on the Board of Directors of Virgin Mobile in theUK in 2003 and 2004. Mr. Dannenfeldt’s individual qualifications and skills that led to the conclusion that heshould serve as a director include his extensive and broad experience in the telecommunications industrygained through his positions of increasing responsibility in operations, corporate planning, mergers andacquisitions and finance.

Srikant M. Datar

Srikant M. Datar, age 60, has served as a director of our Company since April 30, 2013 and is a memberand chair of the Audit Committee of our Board of Directors. Mr. Datar is the Arthur Lowes DickinsonProfessor at the Graduate School of Business Administration at Harvard University. Mr. Datar is aChartered Accountant and planner in industry, and has been a professor of accounting and businessadministration at Harvard since July 1996, and he previously served as a professor at Stanford Universityand Carnegie Mellon University. Mr. Datar currently serves on the board of directors of Novartis AG, wherehe is also the Chairman of the Audit and Compliance Committee, and a member of the Chairman’sCommittee, the Risk Committee and the Compensation Committee. Mr. Datar is also a member of theboards of directors of ICF International Inc., where he is a member of the Corporate Governance andNominating Committee; Stryker Corporation, where he is a member of the Audit and FinanceCommittees; and HCL Technologies, where he is a member of the Compensation Committee. Mr. Datarreceived gold medals upon his graduation from the Indian Institute of Management, Ahmedabad, and theInstitute of Cost and Works Accountants of India. Mr. Datar received a Masters in Statistics andEconomics and a Ph.D. in Business from Stanford University. Mr. Datar’s individual qualifications and skillsthat led to the conclusion that he should serve as a director include his service on boards of internationalcompanies, his substantial teaching and practical experience in accounting, governance and riskmanagement, and his academic and broad-based knowledge and experience of strategy, business andfinance.

Lawrence H. Guffey

Lawrence H. Guffey, age 46, has served as a director of our Company since April 30, 2013, and is amember of the Compensation Committee and Nominating and Corporate Governance Committee of ourBoard of Directors. Since September of 1991, Mr. Guffey has been with The Blackstone Group, presentlyserving as Senior Managing Director, Private Equity Group. The Blackstone Group is an assetmanagement and financial services company. Mr. Guffey has led many of The Blackstone Group’s mediaand communications investment activities and manages Blackstone Communications Advisors.Mr. Guffey was a member of the Supervisory Board at Deutsche Telekom, our majority stockholder, fromJune 2006 until October 2013. He was a director of New Skies Satellites Holdings Ltd. from January 2005to December 2007, Axtel SA de CV since October 2000, FiberNet L.L.C. from 2001 until 2003, iPCS Inc.from August 2000 to September 2002, PAETEC Holding Corp. from February 2000 to 2002, andCommnet Cellular Inc. from February 1998 to December 2001. He served as a director of TDC A/S fromFebruary 2006 to March 2013. He holds a Bachelor of Arts degree from Rice University, where he waselected to Phi Beta Kappa. Mr. Guffey’s individual qualifications and skills that led to the conclusion that heshould serve as a director include his extensive experience on other company boards, particularly those ofother companies in the telecommunications industry, including Deutsche Telekom, a leading integratedtelecommunications company.

10


Timotheus Höttges

Timotheus Höttges, age 51, has served as a director of our Company and Chairman of the Board sinceApril 30, 2013, and is a member and chair of the Executive Committee of our Board of Directors. SinceJanuary 2014, Mr. Höttges has served as Chief Executive Officer of Deutsche Telekom, our majoritystockholder and a leading integrated telecommunications company. From March 2009 to December2013, he served as Deutsche Telekom’s Chief Financial Officer (CFO) and a member of the Board ofManagement. From December 2006 to March 2009, he was a member of the Board of Managementresponsible for the T-Home Unit (fixed-network and broadband business, as well as integrated sales andservice in Germany). From January 2003 to December 2006, Mr. Höttges headed European operationsas a member of the Board of Management of T-Mobile International. Mr. Höttges studied BusinessAdministration at the University of Cologne. Mr. Höttges’ individual qualifications and skills that led to theconclusion that he should serve as a director include his extensive and broad experience in thetelecommunications industry gained through his positions of increasing responsibility in operations,corporate planning, mergers and acquisitions and finance.

Bruno Jacobfeuerborn

Bruno Jacobfeuerborn, age 53, has served as Director of Technology Telekom Deutschland since April2010. In addition, he has been the Chief Technology Officer (CTO) of Deutsche Telekom, our majoritystockholder and a leading integrated telecommunications company, since February 2012. Previously,Mr. Jacobfeuerborn was Director of Technology of T-Mobile Deutschland and T-Home in Germany. In thisdouble role, he was responsible for the technology business (both mobile and fixed network) in Germanyfrom July 2009 to March 2010. From April 2007 to July 2009, he was Managing Director of Technology, ITand Procurement at Polska Telefonica Cyfrowa. Mr. Jacobfeuerborn joined what is now DeutscheTelekom AG in 1989 and has held several positions with increasing responsibility within the group.Mr. Jacobfeuerborn’s individual qualifications and skills that led to the conclusion that he should serve as adirector include his extensive experience in the telecommunications industry gained through his positionsof increasing responsibility in the field of technology.

Raphael Kübler

Raphael Kübler, age 51, has served as a director of our Company since April 30, 2013, and is a memberof the Compensation Committee and Executive Committee of our Board of Directors. In January 2014,Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of DeutscheTelekom, our majority stockholder and a leading integrated telecommunications company, and reportsdirectly to the Chief Executive Officer of Deutsche Telekom. From July 2009 to December 2013,Mr. Kübler served as a Senior Vice President Group Controlling at Deutsche Telekom. In this position, hewas responsible for the financial planning, analysis and steering of the overall Deutsche Telekom Group aswell as the financial management of central headquarters and shared services. From November 2003 toJune 2009, Mr. Kübler served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobileoperations of Deutsche Telekom in Germany now known as Telekom Deutschland GmbH (a wholly-owned subsidiary of Deutsche Telekom). Mr. Kübler presently serves on the board of HellenicTelecommunications Organization. Mr. Kübler studied Business Administration at H.E.C. in Paris and theUniversities of Bonn and Cologne. He holds a doctoral degree from the University of Cologne. Mr. Kübler’sindividual qualifications and skills that led to the conclusion that he should serve as a director include hisextensive experience in the telecommunications industry and specific knowledge of our Company gainedthrough his position as an executive officer of Deutsche Telekom, and his service on the Audit Committeeof the Board of Directors of T-Mobile USA prior to the consummation of the Business Combination.



Thorsten Langheim

Thorsten Langheim, age 48, has served as a director of our Company since April 30, 2013 and is amember of the Nominating and Corporate Governance Committee and Executive Committee of ourBoard of Directors. Mr. Langheim also serves as Senior Vice President Group Corporate Development ofDeutsche Telekom, our majority stockholder and a leading integrated telecommunications company, aposition he has held since November 2009. In his current role, he manages Deutsche Telekom’sCorporate Strategy and Group M&A activities. Prior to his position at Deutsche Telekom, Mr. Langheimwas Managing Director at the Private Equity Group of The Blackstone Group, an asset management andfinancial services company, from May 2004 to June 2009, primarily focusing on private equity investmentsin Germany. Mr. Langheim is a member of the Supervisory Board of Scout24. Previously, Mr. Langheimserved on the boards of STRATO AG and T-Venture Holding GmbH. Mr. Langheim holds a Master ofScience degree in International Securities, Investment and Banking from the ISMA Centre for Educationand Research at the University of Reading. Mr. Langheim holds a Bachelor’s degree in European Financeand Accounting from the University in Bremen (Germany) and Leeds Business School (United Kingdom).Mr. Langheim’s individual qualifications and skills that led to the conclusion that he should serve as adirector include his extensive experience in strategic development and mergers and acquisitions, privateequity and investment banking and in-depth knowledge of the telecommunications industry.

John J. Legere

John J. Legere, age 55, has served as a director of our Company since April 30, 2013 and is a member ofthe Executive Committee of our Board of Directors. Mr. Legere joined T-Mobile USA in September 2012as President and Chief Executive Officer and became our President and Chief Executive Officer onApril 30, 2013 upon the consummation of the Business Combination. Mr. Legere has over 32 years’experience in the U.S. and global telecommunications and technology industries. Prior to joining T-MobileUSA, Mr. Legere served as Chief Executive Officer of Global Crossing Limited, a telecommunicationscompany, from October 2001 to October 2011. Before joining Global Crossing, he served as ChiefExecutive Officer of Asia Global Crossing; as president of Dell Computer Corporation’s operations inEurope, the Middle East, and Africa; as president Asia-Pacific for Dell; as president of AT&T Asia Pacific;as head of AT&T’s outsourcing program and as head of AT&T global strategy and business development.Mr. Legere serves on the CTIA Board of Directors. Mr. Legere received a Bachelor’s degree in BusinessAdministration from the University of Massachusetts, a Master of Science degree as an Alfred P. SloanFellow at the Massachusetts Institute of Technology, and a Master of Business Administration degreefrom Fairleigh Dickinson University, and he completed Harvard Business School’s Program forManagement Development (PMD). Mr. Legere’s individual qualifications and skills that led to theconclusion that he should serve as a director include his position as Chief Executive Officer of ourCompany and his extensive experience in the global telecommunications and technology industries.

Teresa A. Taylor

Teresa A. Taylor, age 50, has served as a director of our Company since April 30, 2013 and has been ourlead independent director since May 1, 2013. Ms. Taylor is also a member and chair of the CompensationCommittee of our Board of Directors. Ms. Taylor served as Chief Operating Officer of QwestCommunications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served asQwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and servedas its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008.Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her24-year tenure with Qwest and US West, she held various leadership positions and was responsible forstrategic planning and execution, sales, marketing, product, network, information technology, humanresources and corporate communications. Ms. Taylor also is a director of First Interstate BancSystem,Inc., where she serves as chair of the Compensation Committee and NiSource, Inc. She also serves as anexecutive advisor to Governor Hickenlooper of Colorado, assisting the Office of Economic Developmentand International Trade. Ms. Taylor received a Bachelor of Science degree from the University ofWisconsin-LaCrosse. Ms. Taylor’s individual qualifications and skills that led to the conclusion that sheshould serve as a director include her extensive experience in the technology, media and thetelecommunications sectors, including her knowledge regarding strategic planning and execution,technology development, human resources, labor relations and corporate communications.

12


Kelvin R. Westbrook

Kelvin R. Westbrook, age 58, has served as a director of our Company since April 30, 2013, is a memberand chair of the Nominating and Corporate Governance Committee of our Board of Directors, and is amember of the Compensation Committee of our Board. Mr. Westbrook is President and Chief ExecutiveOfficer of KRW Advisors, LLC, a consulting and advisory firm, a position he has held since October 2007.Since 2003, Mr. Westbrook has also been a Director of Archer-Daniels-Midland Company (“ADM”).Mr. Westbrook currently serves as the Chairman of ADM’s Compensation/Succession Committee.Mr. Westbrook has also served as a director and member of the Audit Committee of Stifel Financial Corp.since August 2007, as a director of Angelica Corporation from February 2001 to August 2008 and as TrustManager since May 2008, and chair of the Audit Committee since March 2012, of Camden Property Trust.Mr. Westbrook also served as Chairman and Chief Strategic Officer of Millennium Digital Media Systems,L.L.C. (“MDM”), a broadband services company, that later changed its name to Broadstripe LLC, fromSeptember 2006 until October 2007. Mr. Westbrook was also President and Chief Executive Officer ofMDM from May 1997 until October 2006. Broadstripe, LLC (formerly MDM) and certain of its affiliates filedvoluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009,approximately fifteen months after Mr. Westbrook resigned. Mr. Westbrook received an undergraduatedegree in Business Administration from the University of Washington and a Juris Doctor degree fromHarvard Law School. Mr. Westbrook’s individual qualifications and skills that led to the conclusion that heshould serve as a director include his extensive experience on other public company boards, knowledge ofthe telecommunications industry, and legal, media, marketing and risk analysis expertise.

The Board of Directors recommends that you vote“FOR”

the election of each of the above named nominees.


Corporate Governance

The Board of Directors is elected by our stockholders to exercise itsbusiness judgment to oversee and monitor the strategy,management and business of our Company. To assist the Board incarrying out its duties and responsibilities, the Board, among other

things, has adopted corporate governance guidelines and a code ofbusiness conduct, appointed a lead independent director, andcreated and delegated authority to certain committees of the Board.

Controlled Company ExemptionBecause Deutsche Telekom beneficially owns a majority of ouroutstanding shares of common stock (approximately 66.7% as ofMarch 31, 2014), we qualify as a “controlled company” underSection 303A.00 of the NYSE Listed Company Manual. As acontrolled company, we are exempt from the requirements to have:

• A majority of independent directors as defined by Section 303A.02of the NYSE Listed Company Manual;

• A nominating/corporate governance committee composedentirely of independent directors; and

• A compensation committee composed entirely of independentdirectors.

In addition, we are exempt from the requirements under SECRule 10C-1, which implements Section 952 of the Dodd-Frank WallStreet Reform and Consumer Protection Act of 2010 (the“Dodd-Frank Act”) and related NYSE rules, relating to compensationcommittee member independence and compensation committeeconsultants.

We have chosen to take advantage of the controlled companyexemptions described above. In the event we cease to be acontrolled company, we will be required to comply with all of thecorporate governance standards under the NYSE’s rules, subject toapplicable transition periods.

Corporate Governance Guidelines and Code of BusinessConductOur Board of Directors established our corporate governanceguidelines, which, together with our certificate of incorporation, ourbylaws and the Stockholder’s Agreement, set forth the frameworkwithin which the Board and its committees direct the affairs of theCompany. The Board also adopted our code of business conduct,which establishes the standards of ethical conduct applicable to allof our directors, officers and employees. In addition, we have a codeof ethics for senior financial officers. Our corporate governance

guidelines, the code of business conduct and the code of ethics forsenior financial officers are publicly available on our website atwww.t-mobile.com by clicking the “Investor Relations” hyperlinklocated in the footer of the home page and then selecting“Governance Documents” under the “Corporate Governance” tab.In the event of a waiver of any code of business conduct or code ofethics provisions applicable to directors or executive officers, we willpromptly disclose the Board’s actions on our website.

Board’s Role in Risk ManagementManagement of the Company, including our Chief Executive Officerand other executive officers, is primarily responsible for managing therisks associated with our business, operations, and financial anddisclosure controls. Financial, strategic, IT, technology, operational,compliance, legal/regulatory, and reputational risks to the Companyare considered by management when it conducts its quarterlyenterprise-wide risk assessment and are reviewed and updatedregularly in connection with the operational, financial, and businessactivities of the Company.

Management of the Company has established an Enterprise Riskand Compliance Committee to oversee activities in the areas of riskmanagement and compliance as a means of bringing risk issues tothe attention of senior management. Responsibilities for riskmanagement and compliance are distributed throughout variousfunctional areas of the business, and the Enterprise Risk andCompliance Committee regularly reviews the Company’s activities inthese areas.

Our Board of Directors assesses Company risks and strategies forrisk mitigation, and it manages its risk oversight function primarily, butnot exclusively, through the Audit Committee of the Board. As such,the Audit Committee has primary responsibility for overseeing theCompany’s enterprise risk assessment and enterprise riskmanagement policies. In performing this function, the AuditCommittee considers and discusses policies with respect to riskassessment and risk management, including the Company’s majorfinancial risk exposures and the steps management has taken tomonitor and control such exposures. To assist the Audit Committeewith its risk assessment function, the Vice President, Internal Audit &Risk Management, who serves as the Chief Audit Executive, reportsto the Audit Committee, has regular meetings with the AuditCommittee and/or its members, provides an enterprise-wide riskassessment to the Audit Committee and updates the AuditCommittee on significant issues raised by the Enterprise Risk andCompliance Committee. The Audit Committee reviews theenterprise-wide risk assessment and provides feedback to executive

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CORPORATE GOVERNANCE

management and shares the risk assessment with the Board. TheAudit Committee also has certain responsibilities with respect to theCompany’s compliance and ethics programs, as is more fully set outin its charter.

The Compensation Committee of the Board designs ourcompensation program to encourage appropriate risk taking whilediscouraging behavior that may result in unnecessary or excessiverisk, and it periodically reviews with management the Company’scompensation programs for all employees, including management’sassessment as to whether risks arising from such programs arereasonably likely to have a material adverse effect on the Company.

The Executive Committee of the Board of Directors, charged withreviewing and providing guidance to senior management of theCompany regarding the Company’s strategy, operating plans andoperating performance, is also key in helping the Board perform itsrisk oversight function by considering strategic operating goals,opportunities and risks. In addition, the Nominating and CorporateGovernance Committee of the Board of Directors oversees Boardprocess and corporate governance-related risk. Finally, a report ofall committee meetings are presented to the Board on a regularbasis.

Board Leadership StructureSeparate Chairman and Chief Executive Officer Roles

Our Board of Directors has chosen to separate the roles ofChairman of the Board and Chief Executive Officer, and it hasappointed Timotheus Höttges, Deutsche Telekom’s Chief ExecutiveOfficer, as the Chairman of the Board.

We believe that separating the roles of Chief Executive Officer andChairman of the Board of Directors is appropriate for the Companyand in the best interests of the Company and its stockholders at thistime. Our Chairman manages the overall Board function, and hiscurrent responsibilities include chairing all regular sessions of theBoard; establishing the agenda for each Board meeting inconsultation with the lead independent director, the Chief Executive

Officer and other senior management as appropriate; and helping toestablish, coordinate and review the criteria and methods for at leastannually evaluating the effectiveness of the Board and itscommittees. The separation of the offices allows Mr. Höttges tofocus on management of Board matters and allows our ChiefExecutive Officer to focus on managing our business. Additionally,we believe the separation of the offices ensures the objectivity of theBoard in its management oversight role, specifically with respect toreviewing and assessing the Chief Executive Officer’s performance.The Board believes that its role in risk oversight did not impact theleadership structure chosen by the Board.

Lead Independent Director

The lead independent director, a position currently held by Teresa A.Taylor, coordinates the activities of our independent directors, callingand presiding over the executive sessions of the independentmembers of the Board of Directors and functioning as a liaisonbetween such independent directors and the Chairman of the Board

and/or the Chief Executive Officer. The lead independent directorprovides input on the flow of information to the Board, including theBoard’s agenda and schedule.

Communications with Chairman, Presiding Director and Directors

We have procedures to facilitate communications among theCompany’s directors, employees, and stockholders and otherinterested third-parties. Any person wishing to contact the Chairman ofthe Board, the Board as a whole, the lead independent director, or anyindividual director may do so in writing addressed as follows:

T-Mobile US, Inc.The Board of Directors c/o Corporate Secretary12920 SE 38th StreetBellevue, Washington 98006

After receipt, the communication will be distributed to the Chairmanof the Board and to other directors or executive officers asappropriate, in each case depending on the facts and

circumstances outlined in the communication. In addition, the Boardhas requested that certain items that are unrelated to the duties andresponsibilities of the Board should be excluded or redirected, asappropriate, such as business solicitations or advertisements, junkmail and mass mailings, new product suggestions, product orservice complaints, product inquiries, resumes and other forms ofjob inquiries, spam, and surveys. In addition, material that is undulyhostile, threatening, potentially illegal or similarly unsuitable will beexcluded. Responses to letters, or any communication that isexcluded, is maintained by the Company and is available to anydirector upon request.



Executive Sessions of DirectorsExecutive sessions, or meetings of outside (nonmanagement)directors without management present, are held at each regularlyscheduled Board of Directors meeting or more frequently if necessary.Our Chairman of the Board presides at such executive sessions aslong as he is a nonmanagement director. If the Chairman of the Boardis not present at a nonmanagement executive session, the leadindependent director presides. If neither the Chairman of the Boardnor the lead independent director is present or available at anonmanagement executive session, the nonmanagement directorspresent elect among their members a director to chair such executive

session. At these executive sessions, the outside directors reviewsuch matters as the Chairman of the Board (as long as he is anonmanagement director) or lead independent director or the othermembers of the Board may raise, including strategic, operational, orfinancial issues and management performance and succession.

In addition, our corporate governance guidelines require theindependent directors of the Board of Directors to meet at leastonce each year in executive session, and the lead independentdirector presides at such executive session.

Board Composition and Deutsche Telekom Board DesignationRightsThe size of our Board of Directors has been fixed at eleven. Subjectto the provisions of our certificate of incorporation and theStockholder’s Agreement, the size of our Board may be changed inthe manner prescribed by our bylaws.

Pursuant to our certificate of incorporation and the Stockholder’sAgreement, Deutsche Telekom generally has the right to designateas nominees for election to our Board of Directors a number ofindividuals, each of whom we refer to as a Deutsche Telekomdesignee, equal to the percentage of our common stock and othercapital stock entitled to vote generally in the election of directors thatis beneficially owned by Deutsche Telekom, or stock ownershippercentage, multiplied by the number of directors on our Board,rounded to the nearest whole number. In addition, our certificate ofincorporation and the Stockholder’s Agreement provide that eachcommittee of the Board shall include in its membership a number ofDeutsche Telekom designees in proportion to its stock ownershippercentage, rounded to the nearest whole number, except to theextent such membership would violate applicable securities laws orstock exchange rules. However, no committee of the Board mayconsist solely of directors who are also officers, employees, directors

or affiliates of Deutsche Telekom. Deutsche Telekom will have theseboard designation rights as long as its stock ownership percentageis 10% or more of the outstanding shares of our common stock.

If at any time the number of Deutsche Telekom designees thenserving as directors on our Board of Directors or as members of anycommittee of our Board exceeds the number of Deutsche Telekomdesignees that Deutsche Telekom is entitled to designate, DeutscheTelekom will be required to cause the number of Deutsche Telekomdesignees then serving as directors on our Board or as members ofsuch committee of our Board representing such excess to resignimmediately as directors or committee members, as applicable.

Under our certificate of incorporation and the Stockholder’sAgreement, we and Deutsche Telekom have agreed to use ourreasonable best efforts to cause at least three members of ourBoard of Directors to be considered “independent” under SEC andNYSE rules, including for purposes of Rule 10A-3 promulgatedunder the Securities Exchange Act of 1934, as amended (the“Exchange Act”). We have five continuing directors that our Boardhas determined are independent under NYSE rules.

Nomination Process, Director Candidate Selection andQualificationsSubject to Deutsche Telekom’s board designation rights under ourcertificate of incorporation and the Stockholder’s Agreement, whichare described above, the Nominating and Corporate GovernanceCommittee is responsible for identifying, evaluating and

recommending candidates to the Board of Directors for nomination tothe Board. Subject to Deutsche Telekom’s board designation rights,the Board is responsible for nominating directors for election by thestockholders and filling any vacancies on the Board that may occur.

Qualifications and Diversity

The Nominating and Corporate Governance Committee considerscertain director selection guidelines adopted by our Board ofDirectors in evaluating candidates for election to the Board andmaking recommendations to the Board regarding directornominations. Under these director selection guidelines, theNominating and Corporate Governance Committee considers thefollowing qualifications, among others, of each director candidate:

• Professional experience, industry knowledge, skills and expertise;

• Leadership qualities, public company board and committeeexperience and non-business-related activities and experience;

• High standard of personal and professional ethics, integrity andvalues;

• Training, experience and ability at making and overseeing policyin business, government and/or education sectors;

• Willingness and ability to keep an open mind when consideringmatters affecting interests of the Company and its constituents;

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• Willingness and ability to devote the required time and effort toeffectively fulfill the duties and responsibilities related to Board andcommittee membership;

• Willingness and ability to serve on the Board for multiple terms, ifnominated and elected, to enable development of a deeperunderstanding of the Company’s business affairs;

• Willingness not to engage in activities or interests that may createa conflict of interest with a director’s responsibilities and duties tothe Company and its constituents; and

• Willingness to act in the best interests of the Company and itsconstituents and to objectively assess Board, committee andmanagement performances.

Our Board of Directors does not have a formal policy with respect todiversity on the Board. Rather, diversity is one of many factors underour director selection guidelines that the Nominating and Corporate

Governance Committee considers when evaluating potentialdirector candidates. Our director selection guidelines do notnarrowly define diversity by reference to gender and race; rather,diversity is broadly interpreted to include other factors such as age,geographic and professional diversity. In connection with its generalresponsibility to monitor and advise the Board on the size, role,function and composition of the Board, the Nominating andCorporate Governance Committee will periodically consider whetherthe Board represents the overall mix of skills and characteristicsdescribed in the director selection guidelines, including diversity andthe other factors described above. Subject to Deutsche Telekom’sboard designation rights, the selection process for directorcandidates is intended to be flexible, and the Nominating andCorporate Governance Committee, in the exercise of its discretion,may deviate from the selection process when particularcircumstances warrant a different approach.

Nomination Process

In addition to candidates designated by Deutsche Telekom pursuantto its rights under our certificate of incorporation and theStockholder’s Agreement, the Nominating and CorporateGovernance Committee may consider possible director candidatesfrom a number of sources, including those recommended bystockholders, directors, or officers. In addition, the Nominating andCorporate Governance Committee may engage the services ofoutside consultants and search firms to identify potential directorcandidates. A stockholder who wishes to suggest a directorcandidate for consideration by the Nominating and CorporateGovernance Committee should submit the suggestion to the Chairof the Nominating and Corporate Governance Committee, care ofour Corporate Secretary, and include the candidate’s name,biographical data, relationship to the stockholder and other relevantinformation. The Nominating and Corporate Governance Committeemay request additional information about the suggested candidateand the proposing stockholder. Subject to Deutsche Telekom’sboard designation rights, the full Board will approve all final

nominations after considering the recommendations of theNominating and Corporate Governance Committee.

With regard to the ten incumbent directors whose terms are set toexpire at the Annual Meeting and have been nominated forreelection to the Board of Directors, our Board considered eachdirector’s expertise, qualifications, attributes, skills, and overallservice during the director’s term, including the number of meetingsattended, his or her level of participation, the quality of his or herperformance and whether he or she meets the independencestandards set forth under applicable laws, regulations and NYSErules. Each nominee for reelection as a director must consent tostand for reelection, and each of the Company’s nominees fordirector named in this Proxy Statement consented to stand forreelection and indicated that he or she would serve if elected. Inconnection with the nomination of Mr. Jacobfeuerborn for election tothe position being vacated by Mr. Perry when the latter’s termexpires at the Annual Meeting, the Board consideredMr. Jacobfeuerborn’s expertise, qualifications, attributes and skills.

Stockholder Nomination Procedures

In addition to nominations approved by the Board of Directors asdescribed above, stockholders may nominate candidates forelection to the Board to the extent permitted under, and in

accordance with the requirements of, Article II, Section 12 of ourbylaws.

Director IndependenceThe Board of Directors evaluates the independence of each director(including nominees for election to the Board) in accordance withapplicable laws and regulations, NYSE rules and our corporategovernance guidelines, and based upon the recommendation,advice, and information of the Nominating and CorporateGovernance Committee. As a “controlled company” under NYSErules, we are exempt from the requirement to have a majority ofdirectors on our Board be independent. However, pursuant to ourcertificate of incorporation, the Stockholder’s Agreement and ourcorporate governance guidelines, the Board is required to have atleast three directors (including all the members of the Audit

Committee) who meet the director independence standardsincluded in NYSE rules. We have five continuing directors who ourBoard has determined are independent. The Board considers allrelevant facts and circumstances in determining independence,including, among other things, making an affirmative determinationthat the director has no material relationship with the Companydirectly or as an officer, stockholder, or partner of an organizationthat has a material relationship with the Company. For certain typesof relationships, NYSE rules require us to consider a director’srelationship with the Company, and also with any parent orsubsidiary in a consolidated group with the Company, whichincludes Deutsche Telekom and its affiliates.



The Board of Directors has determined that Messrs. Barnes, Datar,Guffey, Perry and Westbrook and Ms. Taylor are independent underNYSE rules and our corporate governance guidelines. In addition,the Board has determined that each member of the AuditCommittee meets the heightened independence criteria applicableto audit committee members under NYSE rules.

In making its director independence determinations, our Boardconsidered, among other things, the following relationships andconcluded that they are not material and therefore do not preclude afinding of independence:

• Mr. Perry is a managing director of Madison Dearborn Partners,LLC, or Madison Dearborn, a private equity fund that manages afund that held approximately 8.3% of our common stock prior to

the Business Combination (approximately 2.17% immediatelyafter the Business Combination). The fund distributed itsremaining shares of our common stock to its partners inSeptember 2013. As disclosed in “Transactions with RelatedPersons and Approval – Other Related Person Transaction,” afund advised by Madison Dearborn has ownership interests incertain companies with whom we have commercial relationships.

• Mr. Guffey is a senior managing director of the Private EquityGroup of The Blackstone Group. A fund affiliated with TheBlackstone Group previously owned a significant interest inDeutsche Telekom AG, our majority stockholder. The fund sold itsDeutsche Telekom shares in 2013. Mr. Guffey was a member ofthe Supervisory Board at Deutsche Telekom AG from June 2006until October 2013.

Board Committees and Related MattersDirectors are expected to attend all meetings of our Board ofDirectors and each committee on which they serve, as well as ourAnnual Meeting of Stockholders. In 2013, our Board (as thenconstituted) met 20 times. During 2013, each director attended atleast 75% of all meetings of the Board and Board committees onwhich he or she served as a member during the year. All of ourdirectors, other than Mr. Perry, attended our Annual Meeting ofStockholders in 2013.

The standing committees of our Board of Directors currently consistof the Audit Committee, the Nominating and Corporate GovernanceCommittee, the Executive Committee and the CompensationCommittee (including a Section 16 Subcommittee). A copy of thecharters for the standing committees of our Board can be found onour website at www.t-mobile.com by clicking the “InvestorRelations” hyperlink located in the footer of the home page and thenselecting “Governance Documents” under the “CorporateGovernance” tab. The Board also, from time to time, creates ad hoccommittees of the Board that have a specific purpose.

The current members of each standing committee of the Board of Directors are listed below:

AuditCommittee

Nominatingand Corporate

GovernanceCommittee

ExecutiveCommittee (a)

CompensationCommittee (a)

Committee MembersW. Michael Barnes MemberThomas Dannenfeldt Member MemberSrikant M. Datar ChairpersonLawrence H. Guffey Member MemberTimotheus Höttges ChairpersonRaphael Kübler Member MemberThorsten Langheim Member MemberJohn J. Legere MemberJames N. Perry, Jr. (b) Member MemberTeresa A. Taylor (c) ChairpersonKelvin R. Westbrook (c) Chairperson MemberMeetings in Fiscal 2013 18 5 1 8

(a) René Obermann served on the Compensation Committee and the Executive Committee from May 1, 2013 until his resignation from the Board effective November 15, 2013.Mr. Dannenfeldt has served on the Compensation Committee and the Executive Committee since his appointment to the Board effective November 15, 2013.

(b) Mr. Perry’s term as a director will expire at the Annual Meeting, at which time he will cease to be a member of the Audit Committee and the Executive Committee.(c) Ms. Taylor and Mr. Westbrook are also members of the Section 16 Subcommittee of the Compensation Committee.

Prior to the consummation of the Business Combination, thecommittees of the legacy MetroPCS Board of Directors consisted ofan Audit Committee, a Nominating and Corporate GovernanceCommittee, a Compensation Committee and a Finance and

Planning Committee. Upon consummation of the BusinessCombination, the Board dissolved the Finance and PlanningCommittee.

The members of each committee of the legacy MetroPCS Board of Directors prior to the consummation of the Business Combination arelisted below:

Audit Committee Compensation CommitteeNominating and Corporate

Governance CommitteeFinance and Planning

CommitteeW. Michael Barnes, Chair C. Kevin Landry, Chair James N. Perry, Jr., Chair Arthur C. Patterson, ChairJohn (Jack) F. Callahan, Jr. W. Michael Barnes C. Kevin Landry C. Kevin LandryJames N. Perry, Jr. Arthur C. Patterson Arthur C. Patterson James N. Perry, Jr.

18


Effective upon the consummation of the Business Combination,Messrs. Callahan, Landry, and Patterson, as well as Mr. Linquist,who previously served as the legacy MetroPCS Chairman of the

Board of Directors and Chief Executive Officer, resigned from theBoard. In addition, Mr. Barnes ceased to serve on theCompensation Committee.

Audit Committee

The current members of our Audit Committee are Srikant M. Datar,who serves as Chair, and W. Michael Barnes and James N. Perry,Jr. Our Board of Directors determined that each of the members ofthe Audit Committee is independent under applicable SECregulations and NYSE rules and financially literate under applicableNYSE rules. No member of the Audit Committee is, or has been,associated with the Company’s auditors or accountants, or hasperformed “field work,” and no member of the Audit Committee is,or has been, a full-time or part-time employee of the Company. OurBoard has determined that all of the members are “audit committeefinancial experts,” as such term is defined in Item 407(d)(5) ofRegulation S-K, and have accounting or related financialmanagement expertise, as required under NYSE rules, because ofMr. Datar’s extensive experience as a professor of accounting andbusiness administration, because Mr. Barnes previously served asthe Chief Financial Officer of Rockwell International Corporation, andbecause of Mr. Perry’s education and experience as an auditcommittee member. SEC regulations provide that an auditcommittee member who is designated as an audit committeefinancial expert will not be deemed to be an “expert” for any purposeas a result of being identified as an “audit committee financial expert”pursuant to Item 407 of Regulation S-K. Pursuant to the AuditCommittee’s charter, no member of the Audit Committee may serveon more than two audit committees of publicly traded companiesother than the Company at the same time such member serves onthe Audit Committee, unless the Board determines that suchsimultaneous service would not impair the ability of such member toeffectively serve on the Company’s Audit Committee.

The responsibilities of the Audit Committee include, among others:

• overseeing, reviewing and evaluating our financial statements, theaudits of our financial statements, our accounting and financialreporting processes, the integrity of our financial statements, ourdisclosure controls and procedures and our internal auditfunctions;

• appointing, compensating, retaining and overseeing ourindependent registered public accounting firm;

• pre-approving the retention of the independent registered publicaccounting firm to perform permissible audit, audit-related, andnon-audit services, and the fees to be paid in connectiontherewith, other than de minimis non-audit services allowed byapplicable law;

• providing oversight of the Company’s risk assessment and riskmanagement policies;

• reviewing all related person transactions;

• developing and overseeing compliance with a code of ethics forsenior financial officers and a code of business conduct for allCompany employees, officers and directors pursuant to and tothe extent required by regulations applicable to the Company;

• establishing procedures for the confidential, anonymoussubmission by employees of concerns regarding questionableaccounting or auditing matters;

• periodically evaluating our compliance and ethics program;

• periodically evaluating the charter for the Audit Committee andrecommending changes to the Board; and

• conducting an annual self-evaluation.

The Audit Committee is authorized by its written charter to retain,compensate and evaluate consultants and outside counsel asnecessary for it to carry out its duties without consulting with orobtaining the approval of the Board of Directors or any officer of theCompany. The Audit Committee relies on the information providedby management and the Company’s independent registered publicaccounting firm. The Audit Committee does not have the duty toplan or conduct audits or to determine whether the Company’sfinancial statements and disclosures are complete and accurate orin accordance with generally accepted accounting principles.

Nominating and Corporate Governance Committee

The current members of our Nominating and Corporate GovernanceCommittee are Kelvin R. Westbrook, who serves as Chair, andLawrence H. Guffey and Thorsten Langheim. Our Board of Directorshas determined that Messrs. Westbrook and Guffey areindependent under applicable NYSE rules.

The responsibilities of the Nominating and Corporate GovernanceCommittee include, among others:

• subject to our certificate of incorporation and the Stockholder’sAgreement, assisting in the process of identifying, recruiting,evaluating, and nominating candidates for membership on ourBoard and the committees thereof consistent with criteria in thedirector selection guidelines;

• annually presenting to the Board a list of nomineesrecommended for election to the Board at the annual meeting ofstockholders;

• periodically reviewing, approving and recommending to theBoard appropriate revisions to the director selection guidelines;

• developing processes regarding the review, approval,recommendation and consideration of director candidates;

• subject to our certificate of incorporation and the Stockholder’sAgreement, recommending to the Board director membership onBoard committees and advising the Board and/or committeeswith regard to selection of Chairpersons of committees;

• conducting an annual self-evaluation and developing andoverseeing a process for an annual evaluation of the Board, andestablishing and coordinating with applicable committeeChairpersons the criteria and methods for evaluating theeffectiveness of the Board’s committees; and



• reviewing and recommending to the Board appropriate revisionsto the corporate governance guidelines.

The Nominating and Corporate Governance Committee isauthorized by its charter to retain, compensate, evaluate and

terminate consultants, including search firms retained to identifycandidates for the Board of Directors and outside counselnecessary for it to carry out its duties, without consulting with orobtaining the approval of the Board or any officer of the Company.

Executive Committee

Our Board of Directors established an Executive Committee followingthe consummation of the Business Combination. The currentmembers of our Executive Committee are Timotheus Höttges, whoserves as Chairman, and Thomas Dannenfeldt, Raphael Kübler,Thorsten Langheim, John J. Legere and James N. Perry, Jr. RenéObermann served on our Executive Committee from May 1, 2013until his resignation, which was effective November 15, 2013.Following Mr. Obermann’s resignation from the Board of Directors,Mr. Dannenfeldt replaced him as a member of the ExecutiveCommittee. Pursuant to its charter, the Executive Committee mustinclude the lead independent director of the Board or another Non-Affiliated Director (as defined in the Stockholder’s Agreement) andthe Company’s Chief Executive Officer. The Executive Committeehas been established by our Board of Directors to review and provideguidance to our senior management regarding our strategy,operating plans and operating performance, and under certain

circumstances, to exercise the powers and duties of the Boardbetween Board meetings; provided that the matter is not such that isnot permitted under applicable law or our certificate of incorporationor bylaws to be delegated by the Board to a committee of the Board.In addition, before exercising the powers and authority of the Boardwith respect to any particular matter, the Chairperson and theindependent member shall have concurred that, under thecircumstances, it would be neither advisable to delay considerationof that matter to the next regularly scheduled meeting of the Boardnor practicable to schedule a special meeting of the Board toconsider that matter on a timely basis.

The Executive Committee is authorized by its charter to retain,compensate, evaluate and terminate consultants, including outsidecounsel, as necessary for it to carry out its duties, without consultingwith or obtaining the approval of the Board of Directors or any officerof the Company.

Compensation Committee

The current members of our Compensation Committee areTeresa A. Taylor, who serves as Chair, and Thomas Dannenfeldt,Lawrence H. Guffey, Raphael Kübler and Kelvin R. Westbrook. RenéObermann served on our Compensation Committee from May 1,2013 until his resignation, which was effective November 15, 2013.Following Mr. Obermann’s resignation from the Board of Directors,Mr. Dannenfeldt replaced him as a member of the CompensationCommittee. The Board of Directors has determined that Ms. Taylorand Messrs. Guffey and Westbrook are independent in accordancewith NYSE rules.

The responsibilities of the Compensation Committee include,among others:

• periodically reviewing and approving our overall executivecompensation philosophy and our executive compensationprograms, policies and practices;

• reviewing and approving corporate goals and objectives relevantto our Chief Executive Officer’s compensation, evaluating theChief Executive Officer’s performance and determining the ChiefExecutive Officer’s compensation;

• reviewing and approving annual compensation for our otherexecutive officers;

• reviewing and approving annual and long-term incentivecompensation plans for executive officers;

• reviewing and recommending to the Board for its approval allCompany equity compensation plans and overseeing theadministration of those plans;

• reviewing and recommending to the Board with respect tocompensation for non-employee members of the Board(directors who are not employees of the Company or officers oremployees of Deutsche Telekom), and periodically reviewing the

status of Board compensation policies and discussing the resultsof such review with the Board;

• determining officer and director stock ownership guidelines andmonitoring compliance with such guidelines;

• periodically reviewing with management the compensationprograms for all employees, including management’sassessment of risks arising from such programs;

• reviewing annually plans for succession of senior management;and

• conducting an annual self-evaluation.

The Compensation Committee has established a Section 16Subcommittee, which has sole authority to approve all awardsgranted to the Company’s officers who are subject to Section 16 ofthe Exchange Act (“Section 16 officers”) that are intended to qualifyas performance-based compensation for purposes ofSection 162(m) of the Internal Revenue Code of 1986, as amended(the “Code”), and unless otherwise determined by theCompensation Committee, authority to approve all equity or equity-based awards to the Company’s Section 16 officers. TheCommittee has delegated authority to the Company’s ExecutiveVice President, Human Resources, to make awards to employeeswho are not Section 16 officers in accordance with the terms andlimitations established by the Committee.

The Compensation Committee has the sole authority to retain andterminate a compensation consultant and to approve theconsultant’s fees and all other terms of the engagement. TheCommittee has retained Mercer (a wholly owned subsidiary ofMarsh & McLennan Companies, Inc.), a well-recognized employeebenefits and compensation consulting firm, as its compensationconsultant to evaluate and recommend the compensation andbenefits provided to the Chief Executive Officer and the other

20


executive officers. At the request of the Committee, a consultantfrom Mercer attends the Committee meetings at which executiveofficer compensation is discussed and provides information,research and analysis pertaining to executive compensation andbenefits as requested by the Committee. Mercer also updates theCommittee on market trends and makes recommendations forestablishing the market values of compensation for the executiveofficers of our Company. During 2013, Mercer provided executivecompensation services to the Company and T-Mobile USA. Theaggregate fees for such services were $89,179. In addition, Mercerprovided services to the Company and T-Mobile USA for

investment and benefits consulting and retirement plan consulting.The aggregate fees for such services were $92,000.

The Compensation Committee sets compensation levels based onthe skills, experience and achievements of each executive officer,taking into account the market rates recommended by itscompensation consultant and the compensation recommendationsby the Chief Executive Officer, except with respect to his ownposition. The Compensation Committee believes that input fromboth management and its consultant provides useful informationand points of view to assist the Compensation Committee indetermining the appropriate compensation.

Compensation Committee Interlocks and Insider Participation

During 2013, the following persons served at various times on theCompensation Committee: W. Michael Barnes, Thomas Dannenfeldt,Lawrence H. Guffey, Raphael Kübler, C. Kevin Landry, RenéObermann, Arthur C. Patterson, Teresa A. Taylor, and Kelvin R.Westbrook. No members of the Compensation Committee who

served during 2013 were officers or employees of the Company orany of its subsidiaries during the year, were formerly Companyofficers or had any relationship otherwise requiring disclosure as aCompensation Committee interlock.



Director CompensationNon-Employee Director Compensation Program

In 2013, in anticipation of consummation of the BusinessCombination, our Board of Directors undertook a review ofcompensation for non-employee directors. It was assisted in thisreview by management’s compensation consultant, TowersWatson, which provided advice and perspective regarding peergroup practices and broader market trends. As a result of thisreview, our Board adopted the T-Mobile US, Inc. DirectorCompensation Program (our “non-employee director compensationprogram”) effective following consummation of the BusinessCombination as of May 1, 2013, which with respect to equityawards was subject to stockholder approval of the 2013 OmnibusIncentive Plan. Members of our Board of Directors who areemployees of the Company, or an officer or employee of DeutscheTelekom, do not receive any compensation with respect to theirservice as a member of our Board of Directors.

Each director who is not an employee of the Company or an officeror employee of Deutsche Telekom (a “non-employee director”) iseligible to participate in the non-employee director compensationprogram. Each non-employee director receives an annual cashretainer, and the Chair of the Audit Committee, CompensationCommittee, and Nominating and Corporate GovernanceCommittee, as well as the lead independent director, each receivean additional cash retainer, paid in equal quarterly installments at the

end of the quarter in which earned. Fees are subject to proration forany person who becomes a non-employee director and/orcommittee chair at any time of the year other than the date of theCompany’s annual meeting of stockholders. Non-employeedirectors also receive additional cash compensation for in-person ortelephonic Board and committee meetings in excess of ten boardmeetings and ten committee meetings per calendar year. Directorsalso receive reimbursement of expenses incurred in connection withtheir Board service.

Immediately after each annual meeting of stockholders, each non-employee director automatically receives an award of time-vestedrestricted stock units (“RSUs”) with a value of $100,000, with prorata awards for non-employee directors joining the Board at any timeother than the date of the annual meeting of stockholders. The time-vested RSUs vest on the one-year anniversary of the grant date oron the date of the next meeting for directors not standing forre-election. In the event of a director’s termination of service prior tovesting, all time-vested RSUs are automatically forfeited to theCompany. The time-vested RSUs immediately vest on the date of achange in control of the Company.

In addition, non-employee directors are eligible to receive up to twohandsets and up to five lines of U.S. service pursuant to our Board ofDirectors Phone Perquisite Program.

The following table summarizes the compensation payable to the Company’s non-employee directors pursuant to the non-employeedirector compensation program:

Elements of Non-Employee Director Compensation AmountAnnual cash retainer $100,000Additional annual cash retainer for:

Lead Independent Director $ 25,000Audit Committee Chair $ 50,000Compensation Committee Chair $ 25,000Nominating and Corporate Governance Committee Chair $ 10,000

Annual award of time-vested RSUs $100,000Additional cash amounts for each Board and committee meeting in excess of ten meetings per year:

In person $ 2,000By telephone $ 1,000

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Legacy MetroPCS Non-Employee Director Compensation

In fiscal year 2013 until the Business Combination wasconsummated on April 30, 2013, each member of our Board ofDirectors who was not an employee of legacy MetroPCS waseligible to participate in the MetroPCS Communications, Inc. ThirdAmended and Restated Non-employee Director RemunerationPlan, or legacy MetroPCS non-employee director remunerationplan, under which such directors received compensation for servingon our Board. Under the legacy MetroPCS non-employee directorremuneration plan, directors who were employees did not receiveany additional compensation in respect of their services as directors.

Under the legacy MetroPCS non-employee director remunerationplan, each non-employee director received an annual cash retainer,and the chairs of the Audit Committee, Compensation Committee,Nominating and Governance Committee and Finance and Planning

Committee each received an additional annual cash retainer. Eachnon-employee director also received an initial grant of options topurchase common stock upon becoming a member of the Board,and an additional annual grant of stock options, each with anexercise price equal to the common stock’s closing price on theNYSE on the date of grant, and vesting over three years in a series of36 successive equal monthly installments beginning after the date ofgrant, as well as an annual grant of shares of restricted stock vestingover three years in a series of 12 successive equal quarterlyinstallments beginning three months after the grant date. In addition,each non-employee director received additional cash amounts foreach Board meeting and committee meeting attended in personand for each telephonic meeting of the Board and each committeemeeting attended telephonically.

The following table summarizes the compensation payable to the legacy MetroPCS non-employee directors pursuant to the legacyMetroPCS non-employee director remuneration plan:

Elements of Legacy MetroPCS Non-Employee Director Compensation AmountAnnual cash retainer $40,000Additional annual cash retainer for committee chairs:

Audit Committee $30,000Compensation Committee $10,000Nominating and Corporate Governance Committee $10,000Finance and Planning Committee $10,000

Initial stock option award 16,800 shares*Annual stock option award 8,400 shares*Annual restricted stock award 3,000 shares*Additional cash amounts for each Board and committee meeting:

In person $ 2,000By telephone $ 1,000

* As adjusted for the 1:2 reverse stock split and cash payments effected in connection with the Business Combination.

In connection with the consummation of the Business Combination,all outstanding equity awards under the Company’s equity plans,including each outstanding stock option and each share of restrictedstock held by directors of legacy MetroPCS, automatically vestedand, in the case of stock options, became exercisable. Holders ofstock options could elect to receive cash in lieu of their vested stock

options during the five days following the consummation of theBusiness Combination in accordance with the terms of the BusinessCombination Agreement. Any stock options that were not cashedout were adjusted for the 1:2 reverse stock split and the cashpayment and remain outstanding in accordance their terms.

Non-Employee Director Stock Ownership Guidelines

In connection with the consummation of the Business Combination,we adopted stock ownership guidelines for non-employee directorsunder which each non-employee director is expected to acquire andmaintain ownership of shares of common stock equal in value to fivetimes his or her annual retainer measured as of May 1, 2013 for non-employee directors serving on that date and as of the date board

service commences going forward. Each non-employee director isexpected to meet the ownership guidelines within five years from theapplicable measurement date, and is expected to retain at least50% of the net shares of common stock acquired through theCompany’s equity compensation plans until the ownershipthreshold is met.



2013 Director Compensation Table

The following table sets forth certain information with respect to compensation for the year ended December 31, 2013, earned by or paid toeach individual who served as a non-employee director during 2013. The amounts presented in this table and the footnotes that follow reflectthe 1:2 reverse stock split and cash payments effected in accordance with the Business Combination.

Name

Fees Earned orPaid in Cash

($)Stock Awards

($) (1)Option Awards

($) (2)Total

($)W. Michael Barnes (3) 172,167 158,759 82,396 413,322John (Jack) F. Callahan, Jr. (4) 71,500 58,740 82,396 212,636Srikant M. Datar (5) 100,000 100,019 — 200,019Lawrence H. Guffey (5) 68,667 100,019 — 168,686C. Kevin Landry (4) 68,000 58,740 82,396 209,136Arthur C. Patterson (4) 69,500 58,740 82,396 210,636James N. Perry, Jr. (3) 145,167 158,759 82,396 386,322Teresa A. Taylor (5) 100,000 100,019 — 200,019Kelvin R. Westbrook (5) 75,333 100,019 — 175,352(1) The value of stock awards is determined using the aggregate grant date fair value computed in accordance with ASC 718 (Topic 718, “Compensation – Stock Compensation”), or ASC

718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by thedirectors. For stock awards granted after the Business Combination, see Note 1 and Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2013 for a summary of the assumptions we apply in calculating these amounts. For stock awards granted by legacy MetroPCS before theBusiness Combination, the valuation was determined based on the closing price of the legacy MetroPCS common stock on the NYSE on the grant date. On February 5, 2013, each legacyMetroPCS director was awarded 3,000 restricted stock awards with a grant date fair value of $58,740. On June 6, 2013, each non-employee director serving on our Board of Directorsfollowing consummation of the Business Combination was awarded 4,804 time-vested RSUs with a grant date fair value of $100,019. As of December 31, 2013, Messrs. Barnes, Datar,Guffey, Perry and Westbrook and Ms. Taylor each held 4,804 unvested time-vested RSUs.

(2) The value of stock awards and option awards granted by legacy MetroPCS during 2013 is determined using the aggregate grant date fair value computed in accordance with ASC 718,excluding the effect of any estimated forfeitures. These amounts reflect legacy MetroPCS’s accounting expense and do not correspond to the actual value that will be realized by thedirectors. For option awards granted by legacy MetroPCS, the valuation was determined using a Black-Scholes pricing model that included the following variables (at date of grant onFebruary 5, 2013): (i) exercise price: $11.49; (ii) expected dividends: 0%; (iii) expected life in years: 5; (iv) estimated volatility: 60%; and (v) risk-free interest rate: 0.81%. On February 5, 2013,each legacy MetroPCS director was awarded a stock option to purchase 8,400 shares of common stock, with a grant date fair value of $82,396. As of December 31, 2013, the directorsheld outstanding stock options as follows: Mr. Barnes, 171,643 shares and Mr. Perry, 147,900 shares.

(3) During 2013 Messrs. Barnes and Perry served on the Board of Directors of the Company before and after the consummation of the Business Combination.

(4) During 2013 Messrs. Callahan, Landry and Patterson served on the legacy MetroPCS Board of Directors until consummation of the Business Combination.

(5) Messrs. Datar, Guffey, and Westbrook and Ms. Taylor commenced service on the Board of Directors upon consummation of the Business Combination.

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Proposal 2-Ratification of the Appointment ofPricewaterhouseCoopers LLP as Our IndependentRegistered Public Accounting Firm for FiscalYear 2014

The Audit Committee has appointed PricewaterhouseCoopers LLPto serve as our independent registered public accounting firm for thefiscal year ending December 31, 2014. Although ratification of theappointment of PricewaterhouseCoopers LLP by our stockholders isnot required, the Board of Directors is submitting the selection ofPricewaterhouseCoopers LLP to our stockholders for ratification as amatter of good corporate governance. If the selection is not ratified,the Audit Committee will consider whether it is appropriate to selectanother independent registered public accounting firm.

Deloitte & Touche LLP audited the legacy MetroPCS financialstatements for the fiscal years ended December 31, 2012 and 2011.PricewaterhouseCoopers LLP audited the financial statements ofT-Mobile US, Inc. for its fiscal year ended December 31, 2013 and ofT-Mobile USA, Inc. for its fiscal year ended December 31, 2012. TheBusiness Combination was treated as a reverse acquisition foraccounting purposes and, as such, the historical financial statementsof the accounting acquirer, T-Mobile USA, have become ourhistorical financial statements. Upon the consummation of theBusiness Combination, Deloitte & Touche LLP was dismissed as ourindependent registered public accounting firm andPricewaterhouseCoopers LLP was engaged to be our independentregistered public accounting firm for the fiscal year endedDecember 31, 2013.

Deloitte & Touche LLP’s reports on legacy MetroPCS’s financialstatements for the fiscal years ended December 31, 2012 and 2011did not contain an adverse opinion or disclaimer of opinion, orqualification or modification as to uncertainty, audit scope, oraccounting principles. In addition, during the years endedDecember 31, 2012 and 2011 and through the date that Deloitte &Touche LLP was dismissed as our independent registered publicaccounting firm, there were no disagreements with Deloitte & ToucheLLP on any matter of accounting principles or practices, financialstatement disclosure or auditing scope or procedure, whichdisagreement(s), if not resolved to the satisfaction of Deloitte &Touche LLP, would have caused it to make reference to the subjectmatter of the disagreement(s) in connection with its report on thefinancial statements for such years.

We provided Deloitte & Touche LLP with a copy of the foregoingdisclosures as contained in Item 4.01 of our Current Report onForm 8-K filed with the SEC on May 2, 2013, as amended by theForm 8-K/A thereto dated May 8, 2013, and requested thatDeloitte & Touche LLP furnish a letter addressed to the SEC statingwhether it agreed with the above statements made by the Company.A copy of such letter, dated May 1, 2013, is filed as Exhibit 16.1 tothat Current Report on Form 8-K, as amended.

As noted above, on May 1, 2013, our Audit Committee formallyengaged PricewaterhouseCoopers LLP to be our independentregistered public accounting firm for the fiscal year endedDecember 31, 2013. During the fiscal years ended December 31,2012 and 2011, and during the interim period from January 1, 2013to May 1, 2013, the Company did not consult withPricewaterhouseCoopers LLP with regards to the financialstatements of legacy MetroPCS, which were audited by Deloitte &Touche LLP, with respect to any of (i) the application of accountingprinciples to a specified transaction, either completed or proposed;(ii) the type of audit opinion that might be rendered on the Company’sfinancial statements; or (iii) any other matter that was either thesubject of a disagreement (as defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions to Item 304 ofRegulation S-K) or a reportable event of the type described inItem 304(a)(1)(v) of Regulation S-K. Additionally, during the fiscalyears ended December 31, 2012 and 2011, and during the interimperiod from January 1, 2013 to May 1, 2013, no written report or oraladvice was provided to the Company by PricewaterhouseCoopersLLP that was an important factor considered by the Company inreaching a decision as to any accounting, auditing or financialreporting issue.

We expect representatives of PricewaterhouseCoopers LLP to bepresent at the Annual Meeting, and they will have an opportunity tomake a statement if they so desire and are expected to be availableto respond to appropriate questions by stockholders.


PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014

Audit and All Other FeesFor work performed with regard to fiscal years 2013 and 2012, PricewaterhouseCoopers LLP was paid the following fees for services, ascategorized:

2013($)

2012($)

Audit Fees (1) 6,499,000 4,243,000Audit-Related Fees (2) 254,000 —Tax Fees (3) 95,000 40,000All Other Fees (4) 190,000 3,000

Total Fees 7,038,000 4,286,000

(1) Audit fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and internal control over financial reporting, quarterly review offinancial statements included in the Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings.

(2) Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and arenot reported under Audit Fees. This category includes fees related to audit and attest services not required by statute or regulations, and consultations concerning financial accounting andreporting standards.

(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international taxcompliance.

(4) All Other Fees consist of fees for permitted services other than those that meet the criteria above and include fees to assess mobile advertising for a joint venture and researchsubscriptions.

Required VoteRatification of the appointment of our independent registered publicaccounting firm requires a number of “FOR” votes that is a majorityof the votes cast by the holders of our shares of common stockentitled to vote on the proposal at the Annual Meeting. If the

stockholders do not ratify the appointment ofPricewaterhouseCoopers LLP, the Audit Committee will reconsiderthe appointment but is under no obligation to appoint a differentindependent registered public accounting firm.

Audit Committee Pre-Approval PolicyThe Audit Committee is responsible for reviewing and, if appropriate,pre-approving all audit, audit-related, and non-audit services to beperformed by our independent registered public accounting firm.The Audit Committee charter authorizes the Audit Committee toestablish a policy and related procedures regarding the pre-approvalof audit, audit-related and non-audit services to be performed by ourindependent registered public accounting firm. The AuditCommittee has delegated its pre-approval authority to the Chair ofthe Audit Committee, who is authorized to pre-approve services to

be performed by our independent registered public accounting firmand the compensation to be paid for such services if it isimpracticable to delay the review and approval of such services andcompensation until the next regularly scheduled meeting of the AuditCommittee, provided that in such case the Chair shall provide areport to the Audit Committee at its next regularly scheduledmeeting of any services and compensation approved by the Chairpursuant to the delegated authority.

Audit Committee ReportIn the performance of its oversight responsibilities, the AuditCommittee (1) reviewed and discussed with management theCompany’s audited financial statements for the fiscal year endedDecember 31, 2013; (2) discussed with the Company’sindependent registered public accounting firm the matters requiredby the auditing standards of the Public Company AccountingOversight Board, or PCAOB, including those required by PCAOBAU 380, Communications with Audit Committees; (3) received thewritten disclosures and the letter from the Company’s independentregistered public accounting firm required by PCAOB Ethics andIndependence Rule 3526, Communication with Audit CommitteesConcerning Independence; and (4) discussed with the Company’sindependent registered public accounting firm any relationships thatmay impact its objectivity and independence and satisfied itself as tothe firm’s independence.

Company management is responsible for the assessment anddetermination of risks associated with the Company’s business,

financials, operations and contractual obligations. The Committee,together with the Board, is responsible for oversight of the Company’smanagement of risks. As part of its responsibilities for oversight of theCompany’s management of risk, the Committee has reviewed anddiscussed the Company’s enterprise-wide risk assessment and theCompany’s policies with respect to risk assessment and riskmanagement, including discussions of individual risk areas as well asan annual summary of the overall process.

The Committee has discussed with the Company’s Internal AuditDepartment and its independent registered public accounting firmthe overall scope of and plans for their respective audits. TheCommittee regularly meets with the head of the Company’s InternalAudit Department and representatives of the independent registeredpublic accounting firm, in regular and executive sessions, to discussthe results of their examinations, the evaluations of the Company’sinternal controls, and the overall quality of the Company’s financialreporting and compliance programs.

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PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014

Management is responsible for the Company’s financial reportingprocess, including establishing and maintaining adequate internalfinancial controls and the preparation of the Company’s financialstatements. The Company’s independent registered publicaccounting firm is responsible for performing an independent auditof the Company’s consolidated financial statements and expressingan opinion on the conformity of the Company’s audited financialstatements with U.S. generally accepted accounting principles. TheCompany’s independent registered public accounting firm also isresponsible for performing an independent audit of the effectivenessof the Company’s internal controls over financial reporting andissuing a report thereon. The Committee relies, without independentverification, on the information provided to us and on therepresentations made by management and the Company’sindependent registered public accounting firm. Based on the reviewand discussion and the representations made by management andthe Company’s independent registered public accounting firm, theAudit Committee recommended to the Board of Directors that the

audited consolidated financial statements for the fiscal year endedDecember 31, 2013 be included in the Company’s Annual Reporton Form 10-K for the fiscal year ended December 31, 2013.

The Audit Committee:

Srikant M. Datar, ChairW. Michael BarnesJames N. Perry, Jr.

The material contained in this Audit Committee Report does notconstitute soliciting material, is not deemed filed with the SEC, and isnot incorporated by reference into any other Company filing underthe Securities Act of 1933, as amended or the Exchange Act,whether made on, before, or after the date of this Proxy Statementand irrespective of any general incorporation language in such filing,except to the extent that the Company specifically incorporates theAudit Committee Report by reference therein.


the ratification of the appointment of PricewaterhouseCoopers LLPas our independent registered public accounting firm for fiscal year 2014.


Proposal 3-Advisory Vote to Approve ExecutiveCompensation

As required by Section 14A of the Exchange Act, we are asking foryour advisory vote on the following resolution (“say-on-pay”):

RESOLVED, that the stockholders approve, on an advisory basis, thecompensation of the Company’s Named Executive Officers asdisclosed in the Compensation Discussion and Analysis, theaccompanying compensation tables, and the related narrativedisclosure in this Proxy Statement.

At our 2011 Annual Meeting of Stockholders, we submitted anadvisory proposal on the frequency of the say-on-pay vote. OurBoard of Directors recommended a triennial, meaning once everythree years, say-on-pay vote. At the 2011 Annual Meeting ofStockholders, a majority of the votes cast (excluding abstentions)were in favor of holding the advisory vote on executive compensationonce every three years. After taking into consideration, among otherfactors, the resulting vote of the stockholders at our 2011 Annual

Meeting of Stockholders, our Board determined to hold the advisoryvote to approve executive compensation once every three years.Therefore, the next say-on-pay and frequency votes will both be heldon or before the Company’s 2017 Annual Meeting of Stockholders.

As described in the “Executive Compensation – CompensationDiscussion and Analysis” section of this Proxy Statement, theCompensation Committee has structured our executivecompensation program to attract, motivate and retain highly-qualifiedemployees, to align our executives’ interests with those of ourstockholders and to provide our executives with certain additionalcompensation when superior financial results are achieved. TheCompensation Committee and the Board of Directors believe thatthe compensation policies and procedures articulated in the“Executive Compensation – Compensation Discussion and Analysis”section of this Proxy Statement are effective in achieving our goals.

Required VoteApproval of the compensation of our Named Executive Officers, asdisclosed in this Proxy Statement, requires a number of “FOR” votesthat is a majority of the votes cast by the holders of our shares ofcommon stock entitled to vote on the proposal at the Annual

Meeting. The vote is nonbinding. However, our CompensationCommittee will review and consider the advisory vote when makingfuture compensation decisions for our Named Executive Officers.


the approval of the compensation of our Named Executive Officers,as disclosed in this Proxy Statement.

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Executive Compensation

Compensation Discussion and AnalysisThis Compensation Discussion and Analysis (“CD&A”) describes ourexecutive compensation program for 2013 for the following executiveofficers (collectively, the “Named Executive Officers”):

• John J. Legere, President and Chief Executive Officer

• J. Braxton Carter, Executive Vice President and Chief FinancialOfficer

• James C. Alling, Executive Vice President and Chief OperatingOfficer T-Mobile Business

• Thomas C. Keys, Executive Vice President and Chief OperatingOfficer MetroPCS Business

• Neville R. Ray, Executive Vice President and Chief TechnologyOfficer

• Roger D. Linquist, former Chairman and Chief Executive Officer oflegacy MetroPCS

In accordance with SEC rules, we used compensation paid to ourexecutive officers after the Business Combination, from May 1, 2013through December 31, 2013, to determine our Named ExecutiveOfficers for 2013, but we have disclosed compensation paid to theNamed Executive Officers for the full year.

Summary of 2013 Performance

In 2013, we transformed our Company under the Un-carrier initiative, successfully executed the network modernization plan and became the fastestgrowing wireless carrier in the United States, while achieving strong results in total shareholder return.

May 1$16.52

Dec. 31$33.64

AMERICA’S FASTEST GROWINGWIRELESS COMPANY

TOTAL NET ADDS IN 2013

2013 Results

Q1 13 Q2 13 Q3 13 Q4 13

TotalRevenue

1.645M

Total Net Customer Additions

$5.96B $6.65B $6.69B $6.83B

Rapid Expansion of Fastest 4G LTE Network in the US1

(In millions)

Q1 13 Q2 13 Q3 13 Q4 13

POPs Covered

POPs Targeted

157

203 209

100

150

200

Q1 and Q2 2013 results are pro forma combined based on total revenues oflegacy MetroPCS and T-Mobile USA.

1 Based on download speeds


EXECUTIVE COMPENSATION

The chart below illustrates the Company’s total shareholder return (“TSR”) performance relative to our peer group’s TSR performance from May 1,2013, the first trading day post-Business Combination, through December 31, 2013. See “– Peer Group Companies and Benchmarking” for adiscussion of our peer group.

T-Mobile US, Inc. vs. Peer GroupTotal Shareholder Return: 5/1/2013 through 12/31/2013 (1), (2), (3)

103.6%

21.8% 23.3%

63.2%

-10.1%

-20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

T-Mobile US, Inc. Peer Median TSR Peer Average TSR Peer Max TSR Peer Min TSR

(1) Data represents closing prices as of May 1, 2013 and December 31, 2013, assuming re-investment of dividends, as reported from Equilar Corporate Governance Database.

(2) Methodology: (end price – start price)/start price, where applicable, dividends are re-invested.

(3) Summary statistics are based on the 19 peer group companies excluding TMUS TSR.

Executive Compensation Key Highlights

We highlight below key compensation practices that we haveimplemented to align the interests of management with those of ourstockholders, and pay practices that we avoid because we do notbelieve they serve our stockholders’ long-term interests:

What we do:• Independent Compensation Consultant. The Compensation

Committee has retained an independent outside compensationconsultant.

• Independent Compensation Committee Chair. TheCompensation Committee Chair is independent.

• Stock Ownership Guidelines. We expect our executive officersand directors to meet stock ownership guidelines, and to retain atleast 50% of the net shares acquired through equitycompensation plans until the required levels are met.

• Double-Trigger Acceleration. Under the 2013 OmnibusIncentive Plan, we do not accelerate vesting of employee awardsthat are assumed or replaced by the resulting entity after achange in control unless an employee’s employment is alsoterminated by the Company without cause or by the employee forgood reason within one year of the change in control (a “doubletrigger”).

• Clawback. All awards granted under the 2013 OmnibusIncentive Plan are subject to the clawback provisions of theDodd-Frank Act and its implementing regulations, and to anyclawback policies to be adopted by us pursuant to theDodd-Frank Act or otherwise.

• Mitigation of Risk. We mitigate undue risk associated withcompensation, including utilizing caps on potential payments,clawbacks and stringent stock ownership guidelines and holdingrequirements. The Compensation Committee adopted acompensation program that incorporates objective,predetermined metrics and emphasizes pay-for-performance.Our compensation program is structured to provide anappropriate balance between fixed and variable compensation,and to focus on both short-term and long-term performance froma financial, operating, and market perspective.

• Use of Tally Sheets. The Compensation Committee utilizestally sheets to analyze both the individual elements ofcompensation and the aggregate total amount of actual andprojected compensation.

• Qualification for Section 162(m) Tax Deductibility. We awardincentive compensation that is intended to qualify asperformance-based compensation under Section 162(m), asdiscussed below under “– Other Matters – Tax Considerations.”

• Representative Peer Group and Benchmarking. TheCompensation Committee worked with its independentcompensation consultant to benchmark the executive officercompensation against a representative peer group that is basedon size, industry and ability to compete with the Company forexecutive talent.

30


What we do not do:• No Short-Selling, Hedging or Pledging. We prohibit our

executives, directors and employees from engaging in short-selling, hedging or pledging transactions with respect toCompany securities.

• No Excise Tax Gross Ups. We do not provide our executiveswith “excise tax gross ups” in the event of a change in control.

• Limited Perquisites. Our executives receive no perquisitesother than relocation benefits.

• No Special Executive Retirement Program. Our executivesparticipate in the same benefit programs as our other employeesother than a non-qualified deferred compensation plan.

Executive Compensation System

Principles and Objectives of Executive Compensation Program

Based on the principles of achieving a business-aligned,performance-based and market-driven compensation program, theexecutive compensation program is designed to achieve thefollowing objectives:

• Emphasize pay-for-performance.

• Attract, retain and motivate talented and experienced executivesin the highly-competitive and dynamic wirelesstelecommunications industry.

• Recognize, compensate and reward executives whoseknowledge, skills and performance are critical to our success.

• Align the interests of our executive officers with our stockholdersby motivating executive officers to increase stockholder value andreward such executive officers when specific, measurablemilestones are achieved.

• Encourage appropriate risk taking while discouraging behaviorthat may result in unnecessary or excessive risk.

In setting total compensation at competitive levels, theCompensation Committee determines the appropriate balancebetween:

• Fixed and variable pay elements;

• Short- and long-term pay elements; and

• Cash and equity-based pay elements.

Elements of Executive Compensation Program

The following table provides an overview of the elements of our executive compensation program:

Pay Element Characteristics Primary Objective

Base salary Annual fixed cash compensation Attract and compensate high-performingand experienced executives

Annual short-term incentives Annual variable cash compensation basedon the achievement of annual performancemeasures

Incentivize executives to achieve challengingshort-term performance measures

Long-term incentives* Long-term variable equity awards grantedannually as a combination of performance-vested and time-vested RSUs

Align executives’ interests with those ofstockholders to grow long-term value andretain executives

* Long-term incentives under the legacy T-Mobile LTIP (as defined below) were awarded in cash. The legacy T-Mobile LTIP and the legacy MetroPCS LTIP aredefined and described further below.



Emphasis on Performance

To promote a performance-based culture that further links the interests of management and stockholders, the executive compensationprogram is focused extensively on variable, performance-based compensation. As illustrated in the charts below, over 90% of our NamedExecutive Officers’ total compensation as reported in the 2013 Summary Compensation Table was based on awards subject to stockperformance and other challenging pre-established metrics.

T-Mobile STIP, 10%

Legacy T-Mobile LTIP, 6%

Time-Vested RSUs, 20%

Performance-Vested RSUs, 57%

Fixed pay, 7%

CEO 2013 Pay Mix

Variable Pay, 93%

T-Mobile STIP / Legacy MetroPCS STIP, 12%

Legacy T-Mobile LTIP, 7%

T-Mobile / legacy MetroPCS Time-Vested Equity, 27%

T-Mobile / legacy MetroPCSPerformance-Vested Equity, 44%

Fixed Pay, 10%

NEO 2013 Average Pay Mix (Excluding CEO)

Variable Pay, 90%

32


2013 Executive Officer Compensation

Factors Considered When Determining Executive Officer Compensation

The primary principle and objective of our compensation program isto align the strategic goals of management and stockholders bymotivating and rewarding executive officers on a pay-for-performance basis through a market-competitive pay package.

Role of Compensation Consultant and Management. TheCompensation Committee sets compensation levels based on theskills, experience and achievements of each executive officer, takinginto account the market analysis and recommendations provided byits compensation consultant and the compensationrecommendations of our Chief Executive Officer, except withrespect to his own position. The Compensation Committee believesthat input from both its consultant and our Chief Executive Officerprovides useful information and points of view to assist theCompensation Committee in determining appropriatecompensation.

Market Analysis. We use comparative executive officercompensation data from a peer group of public companies toevaluate the competitiveness of our executive officer compensation

and to guide the compensation for newly-hired executive officers.We believe a competitive total compensation package is necessaryto attract and retain an executive management team with theappropriate abilities and experience required to lead the Companyand execute on our strategic business plan. In analyzing thisinformation, we compare the executive compensation program as awhole and compare the pay of individual executives if we believe thepositions are sufficiently similar to make meaningful comparisons.We do not target a specific position in the range of comparative datafor each individual or for each component of compensation. Indetermining the amount of base salary, target incentive award andlevel of equity compensation for each Named Executive Officer, wereview the comparative compensation data provided by thecompensation consultant and consider each executive’s level ofresponsibility, prior experience, past job performance, contributionto the Company’s success, and capability and results achieved. Wedo not apply formulas or assign these factors specific mathematicalweights; instead, the Compensation Committee exercises itsbusiness judgment and discretion.

Peer Group Companies and Benchmarking

Below are the peer companies we use to make compensation recommendations for officer positions. These companies were selected afterthe Business Combination based on similarity to the Company in terms of relative size based on revenue and market capitalization, industry,and their ability to compete with the Company for talent at the executive officer level.

Last Reported Full Fiscal Year as of December 31, 2013(in billions)

Company TickerRevenue

($)

MarketCapitalization

($)AT&T T 128.75 185.22Cablevision Systems CVC 6.23 4.80CenturyLink CTL 18.10 18.83Charter Communications CHTR 8.16 14.24Cisco Systems CSCO 48.61 119.92Comcast CMCSA 64.66 134.93DirecTV Group DTV 31.75 36.29Dish Network DISH 13.90 26.53Frontier Communications FTR 4.76 4.65Level 3 Communications LVLT 6.31 7.42Liberty Global Inc. LBTYA 14.47 34.35Microsoft MSFT 77.85 312.30Motorola Solutions MSI 8.70 17.46Qualcomm QCOM 24.87 125.44Sprint Nextel S 35.49 42.27Time Warner Cable TWC 22.12 38.20United States Cellular USM 3.92 3.52Verizon Communications VZ 120.55 140.54Windstream WIN 5.99 4.76Median 18.10 34.35T-Mobile US, Inc. TMUS 24.42 26.96

* Prior to the Business Combination, the peer group used by the legacy MetroPCS Compensation Committee was CenturyLink, Charter Communications, ClearwireCorp., Frontier Communications, Leap Wireless International Inc., Liberty Global, NII Holdings, Inc., NTELOS Holdings Corp., TW Telecom Inc., United StatesCellular Corp. and Windstream. These companies were chosen based on their being in the same industry, with comparable one-year revenue, three-year revenue,adjusted EBITDA, and compounded annual growth rate.



The chart below illustrates the Company’s TSR performance relative to the peer group from May 1, 2013, the first trading day post-BusinessCombination, through December 31, 2013.

T-Mobile US, Inc. vs. Peer GroupTotal Shareholder Return: 5/1/2013 through 12/31/2013 (1), (2), (3)

103.6%

-20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

TMUS LVLT S DISH TWC CHTR USM CMCSA CVC DTV QCOM MSI FTR LBTYA MSFT CSCO WIN T VZ CTL

TMUS TSR

103.6%

Peer Median TSR

21.8%

Peer Average TSR

23.3%

Peer Maximum TSR

63.2%

Peer Minimum TSR

-10.1%

(1) Data represents closing prices as of May 1, 2013 and December 31, 2013, assuming re-investment of dividends, as reported from Equilar Corporate GovernanceDatabase.

(2) Methodology: (end price – start price)/start price, where applicable, dividends are re-invested.

(3) Summary statistics are based on the 19 peer group companies excluding TMUS TSR.

Timing of Compensation Decisions

Certain 2013 compensation decisions were made in advance of theBusiness Combination. As discussed below, actions taken prior toor in connection with the Business Combination in large partdetermined the compensation for the Named Executive Officers for2013 other than the Founders Grant (as described below) madeafter the Business Combination.

Actions taken prior to the Business Combination. T-Mobile USAestablished base salary, target annual and long-term incentivelevels, and certain retention arrangements for the Named ExecutiveOfficers. Pursuant to existing T-Mobile USA change in controlarrangements, the value of short-term and long-term incentiveawards was fixed at 100% of target (or, if greater, trendingperformance at the time of a business combination for annualincentive awards). Pursuant to legacy MetroPCS change in controlarrangements, the vesting of all outstanding equity awards

was accelerated for MetroPCS employees, including Messrs.Carter, Keys and Linquist.

Actions taken after the Business Combination. The Companyperformed an extensive review of all elements of executivecompensation and adopted a new executive compensationprogram. Our Board of Directors also approved (i) a new omnibuscompensation plan, the Company’s 2013 Omnibus Incentive Plan,which was approved by our stockholders at the 2013 AnnualMeeting of Stockholders, (ii) new equity awards (the “FoundersGrant”) consisting of time-vested and performance-vested RSUs forexecutive officers, time-vested RSUs for management, and a one-time broad-based grant of time-vested RSUs for nearly allemployees and (iii) additional governance compensation practices,including stock ownership guidelines.

Analysis of Executive Officer Compensation

Base Salary

Base salaries are designed to provide a competitive fixed base ofcash compensation for each executive. Salaries may be adjustedbased on individual factors such as scope of the executive’sresponsibility, experience, and strategic impact. The CompensationCommittee considers competitive market data, including peer groupdata and internal comparators among the officer positions. Whensetting base salaries, the Compensation Committee also considersthe impact of base salary on other compensation elements, such asthe size of target incentive awards. As discussed above, base

salaries for the Named Executive Officers for 2013 were establishedprior to the Business Combination through negotiated employmentagreements. After consummation of the Business Combination, theCompensation Committee reviewed the base salaries of our NamedExecutive Officers based on a market analysis prepared bymanagement and reviewed by Towers Watson, and determined thatthe salaries were market competitive and that no furtheradjustments would be made for the remainder of 2013.

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The following chart shows the post-Business Combination 2013 base salary of each current Named Executive Officer.

Officer Base Salary ($)John J. Legere 1,250,000J. Braxton Carter 650,000James C. Alling 600,000Thomas C. Keys 670,000Neville R. Ray 550,000

Annual Short-Term Incentives

Annual short-term incentive awards for 2013 were granted and paidunder the 2013 Annual Corporate Bonus Plan previouslyadministered by T-Mobile USA and assumed by the Company at thetime of the Business Combination (“T-Mobile STIP”) and under theannual short-term incentive program of legacy MetroPCS (“legacyMetroPCS STIP”). These plans provided annual cash incentives tothe executive officers and other key employees, as applicable, toreward performance against pre-approved goals.

T-Mobile STIP. The Company maintains the T-Mobile STIP underwhich eligible employees, including the current Named ExecutiveOfficers, have the opportunity to earn awards. Pursuant to theiremployment agreements, Messrs. Carter and Keys beganparticipation pro rata in the T-Mobile STIP after the BusinessCombination. The Compensation Committee sets the values of theT-Mobile STIP award opportunities as a percentage of an executive’sbase salary. The applicable percentage for each Named ExecutiveOfficer is based on the scope of the executive’s responsibilities andon the results of our market analysis of comparative compensation ofour peer companies in comparable positions. These awardopportunities are established at threshold, target and maximumlevels. In 2013, eligible employees could earn an award based on theCompany’s evaluation of performance against two components,Company and individual. Mr. Legere’s T-Mobile STIP award wasbased 100% on Company performance. For the other Named

Executive Officers, the Company component accounted for 75% ofthe weighting and the individual component for 25%. The Companycomponent was measured by the following key metrics: EBITDA,Branded Net Adds and LTE covered population. A minimumthreshold had to be achieved on at least one of the metrics togenerate awards for the Company component. If none of theminimum performance thresholds was achieved, no awards werepaid. If the minimum threshold for any Company metric wasachieved, then the Company results were applied to the participants’target awards. Company results ranged from 0% to 200%.

For retention purposes, the T-Mobile STIP was modified by T-MobileUSA in August 2012 to provide that in the event of a businesstransaction creating a change in corporate status, the individualcomponent of T-Mobile STIP awards would continue to be earnedthrough the remainder of the performance period, with the Companycomponent fixed at the greater of trending performance at the timeof the business transaction or 100% of target. The Companycomponent was achieved at 200% based on trending performanceat the time of the Business Combination, and the CompensationCommittee determined that the individual component for the currentNamed Executive Officers was also achieved at 200%, based on thecontributions made by each Named Executive Officer to theCompany’s strong 2013 performance, as described in “– Summaryof 2013 Performance” above.

The following table shows the 2013 payouts under the T-Mobile STIP.

Officer2013 Target

Bonus Value ($)Company

AttainmentIndividual

Attainment2013 Total

Payout Value ($)John J. Legere 1,500,000 200% N/A 3,000,000J. Braxton Carter 417,500 200% 200% 835,000James C. Alling 630,769 200% 200% 1,261,538Thomas C. Keys 438,752 200% 200% 877,504Neville R. Ray 467,500 200% 200% 935,000

Legacy MetroPCS STIP. The legacy MetroPCS STIP provided anopportunity for employees, including executive officers, to earnadditional compensation for the achievement of certain corporateand individual performance goals. Target incentive opportunitieswere set as a percentage of base salary, which for Mr. Carter was80% or $450,080, for Mr. Keys was 90% or $550,350, and forMr. Linquist was 140% or $1,390,480, with the opportunity to earnup to 200% of target if the target performance goals were exceeded.The 2013 performance criteria and weighting were as follows: (i) thecompany/team performance criteria (70%) as measured by grossmargin, adjusted EBITDA per average monthly subscriber, netsubscriber additions, capital expenditures per ending subscriber anda discretionary component and (ii) individual performance component(30%). The attainment of payment for performance at the target levelor above was not assured, and required strong companyperformance and significant effort on the part of the executive

officers. See the table entitled “2013 Grants of Plan-Based Awards”and the accompanying narrative for more information regarding thelegacy MetroPCS STIP awards granted to Messrs. Carter, Keys andLinquist in 2013. In accordance with the terms of the legacyMetroPCS STIP, these awards were accelerated and paid at 100%of target upon consummation of the Business Combination.

Long-Term Incentives

Long-term equity incentive awards post-Business Combinationwere granted as a Founders Grant in 2013 under the Company’s2013 Omnibus Incentive Plan in lieu of a 2014 annual grant. Prior tothe Business Combination, long-term incentive awards were madeunder the T-Mobile USA long-term cash incentive program (“legacyT-Mobile LTIP”) and the legacy MetroPCS long-term equity incentiveprogram (“legacy MetroPCS LTIP”).



T-Mobile Long-Term Equity Program. After the BusinessCombination, the Compensation Committee directed managementto work with its compensation consultant, Towers Watson, toprepare a compensation analysis addressing a new long-termincentive program for the management team of the combinedCompany, which was then reviewed by the CompensationCommittee’s independent compensation consultant, Mercer. Thebusiness drivers for the program were to provide an initial equitygrant shortly after the Business Combination to give the executivesand employees at all levels an ownership stake in the Company andto align their interests with those of the stockholders. The programrecognized that T-Mobile USA, as a privately held subsidiary ofDeutsche Telekom, did not grant equity to its executives and thatlegacy MetroPCS executives held only stock options that had fullyvested as a result of the Business Combination.

Based on this review and other deliberations, the CompensationCommittee approved the Founders Grant, which gave nearly allemployees employed at the time of the Founders Grant RSU grants.For most employees, the one-time grant vests in two tranches at theend of one- and two-year-vesting periods provided they remainemployed at the Company. The Founders Grant was also part of ourcompensation program for executive officers and othermanagement employees, as described below. The number of RSUssubject to each Founders Grant was calculated based on a targetdollar value. To support employee engagement and drive enterpriseresults, the Compensation Committee elected to use the closingstock price on May 1, 2013, the first day of trading post-BusinessCombination ($16.52) as the divisor price for calculating the numberof RSUs. An aggregate of approximately 24.43 million shares were

granted (with performance-vested RSUs counted at target) as aFounders Grant to approximately 37,000 employees, includingapproximately 1.73 million shares granted to the current NamedExecutive Officers.

Although the design for the equity program calls for annual grants forexecutive officers and management to be made in February of eachyear, the Founders Grant was made in June 2013 for retention andincentive purposes, and was in lieu of the 2014 annual grant.Therefore, our Named Executive Officers are not expected toreceive annual equity grants under the 2013 Omnibus Incentive Planuntil February 2015, although we may grant interim supplementalequity awards to retain high-performing leaders, reward exceptionalperformance or recognize expanded responsibility.

The Named Executive Officers other than the Chief Executive Officerreceived half of their Founders Grant in performance-vested RSUsand half in time-vested RSUs. The Chief Executive Officer’s granthad a greater emphasis on performance-vested RSUs, with 62.5%of his Founders Grant consisting of performance-vested RSUs and37.5% in time-vested RSUs. Time-vested RSUs granted to theNamed Executive Officers vest in three annual installmentsbeginning in February 2015. Therefore, the Founders Grant haslonger vesting periods than are anticipated for future annual grantsunder the 2013 Omnibus Incentive Plan. In recognition of the longervesting schedule for the initial time-vested RSU grant and to supportfulfillment of executive stock ownership guidelines, the total 2013grant target value for the Founders Grant for the Named ExecutiveOfficers was made at 1.5 times the annual target value (2.0 times theannual target value for the Chief Executive Officer).

The total 2013 grant target values and target number of time-vested and performance-vested RSUs under the Founders Grant are as follows:

OfficerTotal 2013 GrantTarget Value ($)

Target Number ofPerformance-Vested

RSUs (#)

Number ofTime-Vested

RSUs (#)John J. Legere 12,000,000 453,996 272,398J. Braxton Carter 4,875,000 147,549 147,549James C. Alling 3,600,000 108,959 108,959Thomas C. Keys 5,025,000 152,089 152,089Neville R. Ray 3,052,500 92,389 92,389

The total 2013 grant target values shown in the table above wereestablished by the Compensation Committee based on the closingstock price on May 1, 2013 of $16.52, the first day of trading post-Business Combination. However, the grants were not made untilafter stockholder approval of the 2013 Omnibus Incentive Plan at theCompany’s 2013 Annual Meeting of Stockholders. As a result, thegrant date fair values for these awards shown in the SummaryCompensation Table and the 2013 Grants of Plan-Based Awardstable below are greater than the values shown above because of thesignificant increase in the Company’s stock price after the BusinessCombination, which resulted in prices used for the measurementdate fair value calculations of $21.20 on June 10, 2013 for the time-

vested RSUs and $36.84 on July 19, 2013 for the performance-vested RSUs.

Performance-vested RSUs granted to the Named Executive Officersvest based on the relative performance of the Company’s TSRcompared to the TSR of companies that comprise our peer groupover a measurement period that ends on December 31, 2015. TheCompensation Committee chose relative TSR as the performancegoal for the performance-vested RSUs because it provides a directcorrelation between potential payouts and future stockperformance, delivering strong objective alignment between ourleadership team and our stockholders.

Performance-vested RSU achievement can range from 0% to 200% of target based on relative performance and is determined by multiplyingthe target number of performance-vested RSUs by an adjustment percentage based on the TSR percentile performance of the Companyrelative to our peer group, as follows:

TSR Percentile RankingAdjustmentPercentage

Below 25th percentile 0%25th percentile 25%50th percentile 100%75th percentile 125%100th percentile 200%

36


The Adjustment Percentage will be interpolated on a linear basis,except that the Adjustment Percentage will equal 0% for a rankingbelow the 25th percentile.

Legacy T-Mobile LTIP. The legacy T-Mobile LTIP consisted ofcash awards rather than equity awards as T-Mobile USA was aprivately held subsidiary of Deutsche Telekom at the time the legacyT-Mobile LTIP was adopted. At the beginning of each three-yearperformance period, executives received awards payable in cash tothe extent the Company met or exceeded target long-termCompany performance goals. Targets were set at the beginning ofeach three-year performance period. For the 2013-2015performance cycle the performance goals and their weighting were:service revenue (50%), operating return on capital employed (ROCE)(30%) and TRI*M/customer satisfaction (20%). Individual targetawards were based on a multiple of total target cash compensation,and final awards could range from 50% to 250% of an individual’starget. To the extent earned, half of each performance award vestedin three equal annual tranches beginning with the end of the first yearof the performance period, with the other half of the award cliffvesting at the end of the three-year performance period. In 2013,three cycles of legacy T-Mobile LTIP awards were outstanding, forthe performance periods 2013-2015, 2012-2014 and 2011-2013.

At the beginning of the 2013-2015 performance period, awardtargets under the legacy T-Mobile LTIP were approved forMessrs. Alling and Ray. Mr. Legere’s target was set pursuant to hisemployment agreement. Pursuant to their employment agreements,Messrs. Carter and Keys received pro rata legacy T-Mobile LTIPawards effective upon the closing of the Business Combination. Seethe table entitled “2013 Grants of Plan-Based Awards” and theaccompanying narrative for more information regarding the legacy

T-Mobile LTIP awards granted to the Named Executive Officers for2013. For retention purposes, the legacy T-Mobile LTIP wasmodified in August 2012 to provide that in the event of a businesstransaction creating a change in corporate status, all awards wouldcontinue to vest as scheduled with both tranche and cliff portionspaying at the end of the respective performance periods, subject tocontinued employment, with the amount of payment fixed at 100%of target. Final payout of the legacy T-Mobile LTIP will occur inFebruary 2016.

Legacy MetroPCS LTIP. The legacy MetroPCS LTIP for 2013provided for awards in the form of stock options and restricted stockthat were designed to align the interests of the executive officers tothe interests of the stockholders. The amount of the award wasbased on the long-term component of the competitive market dataestablished based on the peer group and selected other surveydata. Legacy MetroPCS LTIP awards were targeted at the medianlevel of market pay practices, with those individual executive officerswho exceeded targeted performance levels having the opportunityto receive grants above the market median up to, and in certaincircumstances, in excess of the 90th percentile level. Based on anexecutive’s individual performance and contributions to our overallperformance, the 2013 legacy MetroPCS LTIP awards granted toMessrs. Carter, Keys and Linquist were just below the median. Seethe table entitled “2013 Grants of Plan-Based Awards” and theaccompanying narrative for more information regarding the legacyMetroPCS LTIP awards granted to Messrs. Carter, Keys andLinquist for 2013. In accordance with the terms of the legacyMetroPCS LTIP, the vesting of these awards was accelerated at thetime of the Business Combination.

Perquisites

We do not have executive perquisite benefits for any executive officer, including the Named Executive Officers, other than relocation benefits.

Comprehensive Benefits Package

We provide a competitive benefits package to all full-timeemployees, including the Named Executive Officers, that includeshealth and welfare benefits, such as medical, dental, vision care,disability insurance, life insurance benefits and a 401(k) savings plan.We provide a non-qualified deferred compensation plan under

which eligible participants may defer up to 75% of their base salaryand 100% of their short-term incentive and long-term cashincentive. We did not provide any employer matching ordiscretionary allocations under the non-qualified deferredcompensation plan for 2013.

Severance and Change in Control Benefits

We believe that it is appropriate to provide severance pay and otherbenefits to executive officers, including the Named ExecutiveOfficers, whose employment is terminated, including throughinvoluntary termination by us without cause or due to corporaterestructuring, and, in some cases, voluntary termination by theexecutive for good reason, to provide security of transition incomeand benefit replacement that will allow such executives to focus onour business priorities. We believe the level of severance andbenefits provided by these arrangements is consistent with thepractices of our peer group and is necessary to attract and retain

key employees. These benefits are provided pursuant to writtenagreements with Messrs. Legere, Carter and Keys, our SeveranceGuidelines, our Executive Continuity Plan and our 2013 OmnibusIncentive Plan and award agreements. These arrangements do notinclude any gross up for excise taxes imposed as a result ofseverance or other payments deemed made in connection with achange in control. The potential payments and benefits availableunder these arrangements are discussed further under “– PotentialPayments Upon Termination or Change in Control.”



Other Matters

Tax ConsiderationsInternal Revenue Code Section 162(m) generally disallows anincome tax deduction to public companies for annual compensationin excess of $1 million paid to the chief executive officer and thethree other most highly-compensated named executive officers(excluding the chief financial officer). Compensation that qualifies as“performance-based” or satisfies another exception is excluded forpurposes of calculating the amount of compensation subject to the$1 million limit. While the Compensation Committee seeks topreserve tax deductibility in developing and implementing ourexecutive compensation program, the Committee believes it shouldretain flexibility in awarding compensation to our Named ExecutiveOfficers and thus has not adopted a policy that all compensationmust be deductible for federal income tax purposes.

The Compensation Committee intends that annual and long-termcash incentive awards and performance-vested RSUs awarded orgranted to our Named Executive Officers for 2013 be deductibleunder Section 162(m). However, because of the fact-based natureof the “performance-based compensation” exception under Section162(m) of the Code and the limited availability of binding guidancethereunder, it cannot be guaranteed that annual and long-term cashincentive awards and performance-vested RSUs awarded orgranted to our Named Executive Officers for 2013 will qualify forexemption under Section 162(m), thereby preventing us from takinga deduction.

Securities Trading PolicyOur insider trading policy prohibits executive officers, including theNamed Executive Officers, directors and employees from trading inour securities while aware of material non-public information orengaging in hedging transactions or short sales and trading in putsand calls with respect to our securities. The policy also prohibitsholding our securities in a margin account or pledging our securitiesas collateral for a loan. In addition, our executive officers, directorsand employees are covered by our code of business conduct,

which, like the insider trading policy, prohibits trading in oursecurities while in possession of material non-public information andthe disclosure of material non-public information to others that maybuy or sell our securities. Our insider trading policy also prohibitsdirectors, executive officers and other designated employees fromtrading in our securities outside designated trading windows. Ourinsider trading policy permits employees, including officers anddirectors, to establish Exchange Act Rule 10b5-1 trading plans.

Clawback ProvisionsAll awards granted under the 2013 Omnibus Incentive Plan aresubject to the requirements of Section 954 of the Dodd-Frank Actregarding the recovery of erroneously awarded compensation, aswell as any implementing rules and regulations under the

Dodd-Frank Act, any policies adopted by the Company toimplement such requirements, and any other compensationrecovery policies that may be adopted from time to time by theCompany.

Stock Ownership GuidelinesUnder our stock ownership guidelines for executive officers, eachexecutive officer is expected to acquire and maintain ownership ofour common stock equal in value to a specified multiple of theexecutive officer’s base salary measured as of May 1, 2013, forexecutives in office on that date, and as of the date the executivetakes office for newly-hired executives going forward. The multiplefor the Chief Executive Officer is five times base salary and the

multiple for the other executive officers is three times base salary.Each executive officer is expected to meet the ownership guidelineswithin the later of five years from the date we adopted the policy andthe date on which he or she became an executive officer, and isexpected to retain at least 50% of the net shares of common stockacquired through equity awards granted after the BusinessCombination until the ownership thresholds are met.

Equity Granting PracticesThe Compensation Committee has adopted an equity grant policypursuant to which the Compensation Committee (or asubcommittee) approves annual grants to executive officers andother members of the executive leadership team at the Committee’sregularly scheduled February meeting, generally with an effectivedate of February 25. However, as noted above, the initial annualgrants were made effective June 10, 2013 pursuant to the FoundersGrant. In addition to the annual grants in February of each year,equity awards may be granted on a quarterly basis, on May 15,

August 15 and November 15, to new hires. We may also grantsupplemental equity awards from time to time to retain high-performing leaders, reward exceptional performance or recognizeexpanded responsibility. The Compensation Committee hasdelegated authority to the Company’s Executive Vice President,Human Resources, subject to certain terms and limitations asestablished by the Committee, to make awards to employees whoare not Section 16 officers.

Results of Stockholder Advisory Approval of Named Executive Officer CompensationAt the legacy MetroPCS 2011 Annual Meeting of Stockholders,stockholders were asked to approve, on an advisory basis, theNamed Executive Officer compensation for 2010 as reported in theproxy statement for the 2011 Annual Meeting of Stockholders. Thissay-on-pay proposal was approved by over 98% of the sharespresent and entitled to vote.

As a result of the Business Combination, the structure of theCompany’s executive compensation program has changed

significantly, as described above. Although the vote on say-on-payproposals is advisory and is not binding on the Board of Directors,the legacy MetroPCS Compensation Committee took intoconsideration the outcome of the 2011 say-on-pay vote and ourCompensation Committee will take into consideration the outcomeof the 2014 say-on-pay vote when considering future executivecompensation decisions.

38


Compensation Committee ReportThe Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with Company management. Based on such reviewand discussion, the Compensation Committee recommended tothe Board of Directors that the Compensation Discussion andAnalysis be included in the Company’s Proxy Statement and suchother filings with the Securities and Exchange Commission as maybe appropriate.

The Compensation Committee:

Teresa A. Taylor, ChairThomas DannenfeldtLawrence H. Guffey

Raphael KüblerKelvin R. Westbrook

Ms. Taylor and Messrs. Guffey, Kübler, Obermann and Westbrookwere first appointed to the Compensation Committee on May 1,2013 upon consummation of the Business Combination. OnNovember 15, 2013, Mr. Dannenfeldt replaced Mr. Obermann as amember of the Compensation Committee. None of Ms. Taylor andMessrs. Dannenfeldt, Guffey, Kübler, Obermann and Westbrooktook part in decisions made by the legacy MetroPCS CompensationCommittee prior to the consummation of the Business Combination.



Executive Compensation TablesSummary Compensation TableThe following table sets forth certain information with respect to compensation for the years ended December 31, 2013, 2012 and 2011earned by or paid to our current and former Chief Executive Officers, our Chief Financial Officer, and our three other most highly-compensatedexecutive officers who were serving as executive officers at the end of 2013. Non-Equity Incentive Plan Compensation includes amountsdeferred at the Named Executive Officer’s election. The amounts presented in this table and the tables and narratives that follow reflect the 1:2reverse stock split and cash payments effected in connection with the Business Combination.

Name and Principal Position YearSalary

($)Bonus (1)

($)

StockAwards (2)

($)

OptionAwards (3)

($)

Non-EquityIncentive Plan

Compensation (4)

($)

All OtherCompensation

($)Total

($)John J. Legere (5) 2013 1,250,000 525,000 22,500,050 — 4,833,333 137,325 (6) 29,245,708

President and ChiefExecutive Officer

J. Braxton Carter (7) 2013 605,426 — 9,493,794 931,855 1,701,747 99,997 (8) 12,832,819Executive Vice President andChief Financial Officer

2012 538,000 — 907,250 1,042,879 481,700 2,500 2,972,3292011 510,299 — 1,296,000 1,373,736 489,400 2,450 3,671,885

James C. Alling (9) 2013 630,769 1,400,000 6,323,980 — 2,604,871 10,423 (10) 10,970,043Executive Vice President andChief Operating Officer,T-Mobile Business

Thomas C. Keys (11) 2013 647,714 — 9,806,246 980,900 1,761,187 5,100 (12) 13,201,147Executive Vice President andChief Operating Officer,MetroPCS Business

2012 584,746 — 955,000 1,115,638 589,000 2,500 3,246,8842011 554,688 — 1,440,000 1,504,568 602,900 2,450 4,104,606

Neville R. Ray (13) 2013 550,000 600,000 5,362,258 — 2,612,448 10,641 (14) 9,135,347Executive Vice President andChief Technology Officer

Roger D. Linquist (15) 2013 480,732 (16) — 2,153,800 2,157,980 1,847,670 5,967,404 (17) 12,607,586Former Chief ExecutiveOfficer of MetroPCS

2012 946,346 — 2,101,000 2,473,806 1,488,100 2,500 7,011,7522011 871,608 — 3,168,000 3,336,216 1,560,900 2,450 8,939,174

(1) Consists of a sign-on bonus for Mr. Legere pursuant to his September 22, 2012 employment agreement, a retention bonus for Mr. Alling pursuant to his July 16, 2012 employmentagreement, and a retention bonus for Mr. Ray pursuant to his August 28, 2012 letter agreement.

(2) The value of stock awards is determined using the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. These amounts reflectthe Company’s accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officer. For stock awards granted after the Business Combination, seeNote 1 and Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for a summary of the assumptionswe apply in calculating these amounts. The amounts shown in the table above that relate to the Founders Grant are higher than the total 2013 grant target values for the Founders Grantestablished by the Compensation Committee based on the closing stock price on May 1, 2013 the first trading day post-Business Combination because of the significant subsequent increase inthe Company’s stock price on the measurement dates for the grants, as described on page 36. The aggregate grant date fair value includes the probable value of the performance-vested RSUsgranted to Messrs. Legere, Carter, Alling, Keys and Ray in 2013 after the Business Combination. The aggregate grant date fair value assuming maximum performance would be as follows:Mr. Legere, $28,075,122; Mr. Carter, $10,375,646; Mr. Alling, $7,661,997; Mr. Keys, $10,694,899; and Mr. Ray, $6,496,795. For stock awards granted by legacy MetroPCS before theBusiness Combination, the valuation was determined based on the closing price of the legacy MetroPCS common stock on the NYSE on the applicable grant date.

(3) The value of option awards is determined using the aggregate grant date fair value computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. These amountsreflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officer. For option awards granted by legacy MetroPCS in2012 and 2011, see Note 13 to the Condensed Consolidated Financial Statements included in the legacy MetroPCS Annual Report on Form 10-K for the year ended December 31, 2012. Foroption awards granted by legacy MetroPCS in 2013 before the Business Combination, the valuation was determined using a Black-Scholes pricing model that included the following variables(at date of grant on February 5, 2013): (i) exercise price: $11.49; (ii) expected dividends: 0%; (iii) expected life in years: 5; (iv) estimated volatility: 60%; and (v) risk-free interest rate: 0.81%.

(4) Consists of payouts of the 2013 annual short-term incentive awards granted under the T-Mobile STIP and the legacy MetroPCS STIP, and payouts of the 2011-2013 long-term incentiveawards granted under the legacy T-Mobile LTIP, as follows:Name T-Mobile STIP ($) Legacy MetroPCS STIP ($) Legacy T-Mobile LTIP ($)John J. Legere 3,000,000 — 1,833,333J. Braxton Carter 835,000 450,080 416,667James C. Alling 1,261,538 — 1,343,333Thomas C. Keys 877,504 550,350 333,333Neville R. Ray 935,000 — 1,077,448Roger D. Linquist — 1,847,670 —

(5) Mr. Legere became our President and Chief Executive Officer on April 30, 2013 upon the consummation of the Business Combination. Mr. Legere served as President and Chief ExecutiveOfficer of T-Mobile USA during the rest of 2013.

(6) Consists of $79,717 in relocation assistance and $57,608 of tax reimbursement on the relocation assistance.(7) Mr. Carter became our Executive Vice President on April 30, 2013 upon the consummation of the Business Combination, and has served as our Chief Financial Officer since March 2005.(8) Consists of $11,032 in matching contributions to the Company’s 401(k) plan, $50,629 in relocation assistance and $38,336 of tax reimbursement on the relocation assistance.(9) Mr. Alling became our Executive Vice President and Chief Operating Officer, T-Mobile Business on April 30, 2013 upon the consummation of the Business Combination. Mr. Alling served

as the Chief Operating Officer of T-Mobile USA during the rest of 2013.(10) Includes $10,200 in matching contributions to the Company’s 401(k) plan.(11) Mr. Keys became our Executive Vice President and Chief Operating Officer, MetroPCS Business on April 30, 2013 upon the consummation of the Business Combination. Prior to the

Business Combination, Mr. Keys served as our President since May 2011, and as our President and Chief Operating Officer, until April 30, 2013.(12) Consists of matching contributions to the legacy MetroPCS 401(k) plan.(13) Mr. Ray became our Executive Vice President and Chief Technology Officer on April 30, 2013 upon the consummation of the Business Combination. Mr. Ray served as Chief Technology

Officer of T-Mobile USA during the rest of 2013.(14) Includes $10,200 in matching contributions to the Company’s 401(k) plan.(15) Mr. Linquist resigned as the President of legacy MetroPCS in May 2011 and served as the Chief Executive Officer of legacy MetroPCS through April 30, 2013, when the Business

Combination was consummated.(16) Includes $152,800 in payments of cash in lieu of accrued vacation.(17) Consists of a severance payment paid in connection with the Business Combination and certain health and dental insurance benefits.

40


2013 Grants of Plan-Based Awards Table

The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2013 to theNamed Executive Officers.

NameType ofAward

GrantDate

ApprovalDate

Estimated Future PayoutsUnder Non-Equity Incentive

Plan Awards

Estimated Future PayoutsUnder Equity Incentive

Plan Awards

AllOtherStock

Awards:Number

ofShares

ofStock

or Units(#)

AllOtherOption

Awards:Number

ofSecuritiesUnderlying

Options(#)

Exerciseor

BasePrice

ofOptionAwards($/Sh)

GrantDateFair

Valueof

Stockand

OptionAwards (1)

($)Threshold

($)Target

($)Maximum

($)Threshold

(#)Target

(#)Maximum

(#)John J. Legere LTIP 3,000,000 6,000,000 15,000,000 (2) — — — — — — —

STIP — 1,500,000 3,000,000 (3) — — — — — — —PRSU 6/10/2013 6/3/2013 — — — — 453,996 907,992 (4) — — — 16,725,213 (5)

RSU 6/10/2013 6/3/2013 — — — — — — 272,398 — — 5,774,838 (5)

J. Braxton Carter LTIP 1,250,000 2,500,000 6,250,000 (2) — — — — — — —STIP — 417,500 835,000 (3) — — — — — — —PRSU 6/10/2013 6/3/2013 — — — — 147,549 295,098 (4) — — — 5,435,705 (5)

RSU 6/10/2013 6/3/2013 — — — — — — 147,549 — — 3,128,039 (5)

Option 2/5/2013 — — — — — — — 95,000 11.49 931,855 (6)

RSA 2/5/2013 — — — — — — 47,500 — — 930,050 (7)

MPCS — 450,080 900,160 (3) — — — — — — —STIP

James C. Alling LTIP 780,000 1,560,000 3,900,000 (2) — — — — — — —STIP — 630,769 1,261,538 (3) — — — — — — —PRSU 6/10/2013 6/3/2013 — — — — 108,959 217,918 (4) — — — 4,014,050 (5)

RSU 6/10/2013 6/3/2013 — — — — — — 108,959 — — 2,309,931 (5)

Thomas C. Keys LTIP 1,000,000 2,000,000 5,000,000 (2) — — — — — — —STIP — 438,752 877,504 (3) — — — — — — —PRSU 6/10/2013 6/3/2013 — — — — 152,089 304,178 (4) — — — 5,602,959 (5)

RSU 6/10/2013 6/3/2013 — — — — — — 152,089 — — 3,224,287 (5)

Option 2/5/2013 — — — — — — — 100,000 11.49 980,900 (6)

RSA 2/5/2013 — — — — — — 50,000 — — 979,000 (7)

MPCS — 550,350 1,100,700 (3) — — — — — — —STIP

Neville R. Ray LTIP 1,017,500 2,035,000 5,087,500 (2) — — — — — — —STIP — 467,500 935,000 (3) — — — — — — —PRSU 6/10/2013 6/3/2013 — — — — 92,389 184,778 (4) — — — 3,403,611 (5)

RSU 6/10/2013 6/3/2013 — — — — — — 92,389 — — 1,958,647 (5)

Roger D. Linquist Option 2/5/2013 — — — — — — — 220,000 11.49 2,157,980 (6)

RSA 2/5/2013 — — — — — — 110,000 — — 2,153,800 (7)

MPCS — 1,390,480 2,780,960 — — — — — — —STIP

(1) The grant date fair value of the stock awards and option awards was determined using the fair value recognition provisions of ASC 718, excluding the effect of any estimated forfeitures.These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officer. The amounts shown in the tableabove that relate to the Founders Grant of performance-vested RSUs (“PRSU” in the table above) and time-vested RSUs (RSU in the table above) are higher than the total 2013 granttarget values for the Founders Grant established by the Compensation Committee based on the closing stock price on May 1, 2013 the first trading day post-Business Combinationbecause of the significant subsequent increase in the Company’s stock price on the measurement dates for the grants, as described on page 36.

(2) Represents the threshold, target and maximum amounts that might have been paid to each Named Executive Officer pursuant to performance awards granted in 2013 for the 2013-2015performance period under the legacy T-Mobile LTIP. In connection with the Business Combination, these awards will be paid at 100% of target on the applicable vesting dates.

(3) Represents the target and maximum amounts of annual cash incentive compensation that might have been paid to each Named Executive Officer for 2013 performance under the legacyMetroPCS STIP and the T-Mobile STIP. The actual amounts paid for 2013 are shown in footnote (4) to the “Non-Equity Incentive Plan Compensation” column of the SummaryCompensation Table.

(4) Represents the target and maximum number of shares that might be paid to each Named Executive Officer pursuant to performance-vested RSU granted to each Named Executive Officerin 2013 for the performance period ending on December 31, 2015.

(5) See Note 1 and Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for a summary of theassumptions we apply in calculating these amounts.

(6) The valuation of stock options granted by legacy MetroPCS was determined by using a Black-Scholes pricing model that included the following variables (at date of grant on February 5,2013): (i) exercise price: $11.49; (ii) expected dividends: 0%; (iii) expected life in years: 5; (iv) estimated volatility: 60%; and (v) risk-free interest rate: 0.81%.

(7) The valuation of restricted stock awards (“RSA”) granted by legacy MetroPCS was determined based on the closing price of the legacy MetroPCS common stock on the NYSE on the grantdate of February 5, 2013.



Employment Arrangements

Employment Agreement with Mr. Legere. T-Mobile USA enteredinto an employment agreement with Mr. Legere effectiveSeptember 22, 2012 (which was amended effective October 23,2013) providing for his employment as Chief Executive Officer andhis appointment to the Board of Directors if T-Mobile USA became apublicly-traded company. The initial term of the agreement ends onSeptember 22, 2015, and automatically extends for successive one-year terms. Either the Company or Mr. Legere may give notice thatthe term will not be extended. The agreement provides for aminimum annual base salary of $1,250,000 and a sign-on bonus of$525,000 paid in March 2013 that must be repaid if he terminatesemployment without good reason or is terminated for cause within18 months after the effective date of the agreement. Pursuant to theagreement, Mr. Legere is eligible to earn a target annual short-termincentive bonus of $1,500,000 with a maximum award equal to200% of target and a long-term incentive award with an annualtarget of $6,000,000 and a maximum award equal to 250% of target(for legacy T-Mobile LTIP awards).

Employment Agreements with Messrs. Carter and Keys. OnJanuary 25, 2013, Deutsche Telekom entered into offer letteragreements with each of Messrs. Carter and Keys (the “employmentagreements”), which confirmed their post-Business Combinationroles and compensation, subject to approval by the CompensationCommittee, which approval was received on May 1, 2013. Theemployment agreements provide for an annualized base salary of$650,000 and $670,000 for Messrs. Carter and Keys, respectively,

with Mr. Keys’ salary increasing to $700,000 12 months after theBusiness Combination. Each of Messrs. Carter and Keys is eligibleto receive a pro rata share of an annual bonus for 2013 equal to thegreater of (i) 100% of base salary and (ii) the actual bonus he earnedbased on goals applicable to him, and for 2014 equal to 100% ofbase salary. For 2013, Messrs. Carter and Keys are eligible toparticipate in legacy T-Mobile LTIP at a target value of $2,500,000and $2,000,000, respectively, and to receive a long-term incentiveaward for 2014 with a target value of 250% of total target cashcompensation.

Employment Agreement with Mr. Alling. T-Mobile USA enteredinto an employment agreement with Mr. Alling effective July 16,2012 in connection with his service as interim chief executive officer,which provided for a retention bonus to be paid if Mr. Alling’semployment continued through August 31, 2013. Mr. Alling waspaid a $1,400,000 retention bonus on September 20, 2013pursuant to the agreement.

Letter Agreements with Mr. Ray. T-Mobile USA entered into twoletter agreements with Mr. Ray on August 28, 2012, one providingfor a retention bonus of $600,000 to be paid on October 4, 2013 ifMr. Ray remained employed until October 1, 2013 and oneproviding for two supplemental performance bonuses of $300,000each to be paid based on the achievement of certain performancegoals set forth in the letter agreement by January 1, 2013 and July 1,2013.

Cash and Incentive Compensation

Non-Equity Incentive Plan Awards. For all of the NamedExecutive Officers who were serving as executive officers at the endof 2013, the Summary Compensation Table includes paymentsreceived under the T-Mobile STIP, as well as payments under thelegacy T-Mobile LTIP that were paid at 100% of target with respectto performance periods ended in 2013. For Messrs. Carter, Keysand Linquist, the Summary Compensation Table also includespayments under the legacy MetroPCS STIP. For all of the NamedExecutive Officers who were serving as executive officers at the endof 2013, the Grants of Plan-Based Awards Table includes awardsgranted under the T-Mobile STIP and the legacy T-Mobile LTIP. ForMessrs. Carter, Keys and Linquist, the Grants of Plan-BasedAwards Table also includes awards under the legacy MetroPCSSTIP.

Equity Incentive Plan Awards. All of the Named Executive Officerswho were serving as executive officers of the Company at the end of2013 received a Founders Grant consisting of both time-vestedRSUs that vest in three annual installments beginning in February2015 and performance-vested RSUs that vest based on the relativeperformance of the Company’s TSR compared to that of the peergroup over a measurement period ending on December 31, 2015.See the “– Long-Term Incentives – T-Mobile Long-Term Equity

Program” above for information regarding the stock awards grantedto the Named Executive Officers (other than Mr. Linquist) by theCompany in 2013 following consummation of the BusinessCombination.

The legacy MetroPCS LTIP for 2013 provided for awards consistingof one-half of the value of the award in stock options to acquirecommon stock, which required growth in the common stock price inorder for the executive officers to realize any value, and one-half ofthe value of the award in restricted stock, which appreciated ordecreased in value based on stock price. The legacy MetroPCSLTIP amount was divided by the value of the stock equity awardbased on a Black-Scholes pricing model at the time of grant forstock options and the grant date fair market value for restrictedstock. The awards were granted in February 2013. In connectionwith the consummation of the Business Combination, alloutstanding legacy MetroPCS equity awards automatically vestedand, in the case of stock options, became exercisable. Holders ofstock options could elect to receive cash in lieu of their vested stockoptions during the five days following the consummation of theBusiness Combination. Any stock options that were not cashed outwere adjusted for the reverse stock split and the cash payment andremained outstanding in accordance with their terms.

42


Outstanding Equity Awards at 2013 Fiscal Year-End Table

The following table sets forth certain information with respect to all outstanding equity awards held by the Named Executive Officers as ofDecember 31, 2013.

Option Awards Stock Awards

Name

Typeof

AwardGrantDate

Number ofSecuritiesUnderlying

UnexercisedOptions

Number ofSecuritiesUnderlying

UnexercisedOptions

OptionExercise

Price($)

OptionExpiration

Date

Value ofUnexercised

In-the-Money

Options/SARs atFiscal

Year-End($) (4)

Numberof

Sharesor Unitsof Stock

ThatHaveNot

Vested(#)

MarketValue of

Shares orUnits of

Stock ThatHave NotVested

($)

EquityIncentive

PlanAwards:

Number ofUnearnedShares,Units orOtherRights

That HaveNot

Vested(#)

EquityIncentive

Plan Awards:Market or

Payout Valueof Unearned

Shares,Units or

Other RightsThat HaveNot Vested

($)Exercisable

(#)Unexercisable

(#)John J. Legere PRSU 6/10/2013 (1) — — — — — — — 453,996 15,272,425

RSU 6/10/2013 (2) — — — — — 272,398 9,163,469 — —J. Braxton Carter PRSU 6/10/2013 (1) — — — — — — — 147,549 4,963,548

RSU 6/10/2013 (2) — — — — — 147,549 4,963,548 — —Option 2/5/2013 (3) 95,000 — 11.49 2/5/2023 2,104,250 — — — —Option 2/7/2012 (3) 100,400 — 11.01 2/7/2022 2,272,052 — — — —Option 2/28/2011 (3) 105,000 — 20.71 2/28/2021 1,357,650 — — — —Option 3/4/2009 (3) 90,000 — 20.77 3/4/2019 1,158,300 — — — —Option 3/7/2008 (3) 125,000 — 24.31 3/7/2018 1,166,250 — — — —Option 4/18/2007 (3) 145,500 — 37.91 4/18/2017 — — — — —Option12/22/2006 (3) 47,300 — 14.57 12/22/2016 902,011 — — — —

— — — —James C. Alling PRSU 6/10/2013 (1) — — — — — — — 108,959 3,665,381

RSU 6/10/2013 (2) — — — — — 108,959 3,665,381 — —Thomas C. Keys PRSU 6/10/2013 (1) — — — — — — — 152,089 5,116,274

RSU 6/10/2013 (2) — — — — — 152,089 5,116,274 — —Option 3/4/2010 (3) 39,844 — 4.65 3/4/2020 1,155,078 — — — —Option 3/4/2009 (3) 147,500 — 20.77 3/4/2019 1,898,325 — — — —Option 3/7/2008 (3) 282,560 — 24.31 3/7/2018 2,636,285 — — — —Option 8/8/2007 (3) 200,000 — 55.43 8/8/2017 — — — — —Option 4/18/2007 (3) 88,875 — 37.91 4/18/2017 — — — — —

— — — —Neville R. Ray PRSU 6/10/2013 (1) — — — — — — — 92,389 3,107,966

RSU 6/10/2013 (2) — — — — — 92,389 3,107,966 — —Roger D. Linquist — — — — — — — — —

(1) Performance-vested RSUs (“PRSU” in the table above) vest based on the relative performance of the Company’s TSR compared to that of the peer group over a measurement period fromMay 1, 2013 to December 31, 2015.

(2) Time-vested RSUs (“RSU” in the table above”) vest in annual installments with respect to 1/3 of the shares on each of February 25, 2015, 2016 and 2017.

(3) In connection with the consummation of the Business Combination, all outstanding stock options held by the Named Executive Officers automatically vested and became exercisableeffective April 30, 2013.

(4) Calculated based on the difference between the applicable stock option exercise price and the closing price of our common stock on December 31, 2013 of $33.64 per share.



Option Exercises and Stock Vested for Fiscal Year 2013 Table

The following table sets forth certain information with respect to option exercises and restricted stock vesting during the fiscal year endedDecember 31, 2013 with respect to the Named Executive Officers.

Option Awards Stock Awards

Name

Number of SharesAcquired on

Exercise(#)

Value Realized onExercise ($)

Number of SharesAcquired on

Vesting(#)

Value Realized onVesting ($)

John J. Legere — — — —J. Braxton Carter 53,600 1,471,250 139,844 2,263,496James C. Alling — — — —Thomas C. Keys 385,780 2,290,495 166,406 2,703,906Neville R. Ray — — — —Roger D. Linquist 3,533,635 17,385,823 327,813 5,313,068

2013 Nonqualified Deferred Compensation

All of the Named Executive Officers are eligible to participate in theCompany’s non-qualified deferred compensation plan, (the T-Mobile USA, Inc. Executive Deferred Compensation Plan, whichwas restated and renamed the T-Mobile US, Inc. Non-QualifiedDeferred Compensation Plan, effective January 1, 2014) (the“Deferred Compensation Plan”). However, only Messrs. Carter andRay have elected to do so. Under the terms of the DeferredCompensation Plan, participants are eligible to defer up to 75% oftheir base salary and 100% of their annual incentive compensation.All amounts attributable to participant deferrals under the DeferredCompensation Plan are fully vested at all times. We did not provideany employer matching or discretion allocations under the DeferredCompensation Plan for 2013.

Participants choose how their deferrals (and their account balances)will be allocated among the notional investment funds availableunder the Deferred Compensation Plan. For 2013 there were 16funds, which did not include a Company stock fund.

A participant’s account balances under the Deferred CompensationPlan will be distributed in a lump-sum distribution when theparticipant terminates employment, unless termination is due toretirement or disability, in which case the participant can elect annualinstallments over two to fifteen years, in lieu of a lump sum. For thispurpose, “retirement” means termination of employment on or aftereither (1) the date on which the sum of the participant’s age andyears of service equals 65 or (2) the date on which the participantcompletes ten years of service. Participants may also elect to haveamounts attributable to their deferrals for a particular year distributed(or commence to be distributed) as of a specified date in a lump sum

or in annual installments over two to five years, even if they are stillemployed by the Company on that date. Generally, the specifieddate may not be earlier than the first day of the second yearbeginning after the year in which such amounts are deferred.

If a participant’s employment with the Company terminates prior tothe in-service distribution date specified by the participant, then anyportions of the participant’s account balances that are subject tospecified distribution date elections will be distributed upontermination of employment, as described above. If a participant diesbefore his or her entire interest under the Deferred CompensationPlan has been distributed, his or her remaining interest will bedistributed in a lump sum to his or her beneficiary.

If a participant’s employment terminates within 24 months followinga change in control (as defined in the Company’s 2013 OmnibusIncentive Plan), then all amounts credited to his accounts under theDeferred Compensation Plan will be paid to the participant in a lumpsum within 90 days after such termination. Similarly, if a change incontrol occurs after a participant retires or becomes disabled, anyundistributed amounts remaining in such participant’s accountsunder the Deferred Compensation Plan will be distributed in a lumpsum within 90 days after the change in control. Notwithstanding theforegoing, if a participant is a “specified employee” for purposes ofSection 409A of the Code at the time his or her employment with theCompany terminates, then distributions on account of termination ofemployment will not be made (or commence to be made) prior to theearlier of the participant’s death or the six-month anniversary of theparticipant’s termination of employment. Each of the NamedExecutive Officers is a specified employee for this purpose. Alldistributions are made in cash.

The following table shows the contributions, earnings and the aggregate balance of total deferrals as of December 31, 2013.

Name

ExecutiveContributions in

Last Fiscal Year (1)($)

AggregateEarnings in Last

Fiscal Year ($)

Aggregate Balanceat Last FiscalYear-End ($)

John J. Legere — — —J. Braxton Carter 467,500 — 467,500James C. Alling — — —Thomas C. Keys — — —Neville R. Ray 841,500 277,461 2,576,128Roger D. Linquist — — —(1) The amounts listed in this column are also included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

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Potential Payments upon Termination or Change in Control

This section describes and quantifies the estimated amount ofpotential incremental payments and benefits that would be providedto each of our current Named Executive Officers under theCompany’s compensation plans and agreements in the event of atermination of employment or change in control of the Company.The amounts shown assume that the termination was effective as ofDecember 31, 2013 and that the price of our common stock as oftermination was the closing price of $33.64 on December 31, 2013.The actual amounts can be determined only following the officer’stermination and the conclusion of all relevant incentive planperformance periods.

Mr. Legere’s Employment Agreement. Mr. Legere’s employmentagreement provides for the following termination benefits.

Upon termination by us without cause or by Mr. Legere for goodreason not in connection with a change in control, Mr. Legere willreceive the following severance benefits: (i) a lump-sum cashpayment equal to two times the sum of his annual base salary andthen-current target annual incentive award; (ii) his annual incentiveaward from the preceding fiscal year that remains unpaid; (iii), aprorated portion of his annual performance bonus for the currentfiscal year, calculated assuming target performance, if thetermination of employment occurs in 2013, and based on theCompany’s actual performance results if the termination occurs in2014 or later; (iv) any unpaid, but earned tranche or cliff vestinglegacy T-Mobile LTIP awards; (v) the portion of any outstandinglegacy T-Mobile LTIP awards that vest in annual tranches, at targetand prorated over the one-year vesting period; and (vi) the portion ofany outstanding legacy T-Mobile LTIP awards that cliff vest at theend of the three-year vesting period, at target for the current yearand prorated over the three-year vesting period.

Upon termination by us without cause or by Mr. Legere for goodreason within a period beginning three months prior to the enteringinto of an agreement that leads to a change in control and ending onthe second anniversary of the change in control, in addition to thebenefits described in the preceding paragraph, Mr. Legere wouldreceive the difference between the full amount, at target, of anyoutstanding legacy T-Mobile LTIP awards that he has not yetearned, and the amounts described in subsections (v) and (vi) of thepreceding paragraph. See “– 2013 Omnibus Incentive Plan” belowfor the treatment of Mr. Legere’s RSUs granted in 2013.

“Good reason” is defined in the employment agreement as any ofthe following:

• a material diminution in base compensation, annual performancebonus target, or long-term incentive target or in the maximumpotential amount payable with respect to any annual bonus orlong-term incentive bonus award provided for under hisemployment agreement;

• a material diminution in authority, duties or responsibilities,including, without limitation, any change in title or the appointmentof any person as a result of which Mr. Legere ceases to be theCompany’s sole Chief Executive Officer, provided that it will notbe good reason if, in connection with a change in control,Mr. Legere reports to the Board of Directors rather than theChairman of the Board;

• a material diminution in the authority, duties or responsibilities ofthe supervisor to whom Mr. Legere is required to report (includinga requirement that he report to a corporate officer or employeeinstead of reporting directly to the Chairman of the Board);

• a change of 50 miles or greater in the principal geographiclocation at which he must perform services; or

• any other action or inaction that constitutes a material breach bythe Company or the successor company, as applicable, of anyagreement under which Mr. Legere provides services to theCompany or the successor company, as applicable.

“Cause” in the employment agreement has the same definition as inthe Executive Continuity Plan, discussed below, except that theemployment agreement’s definition also includes unlawfuldiscrimination, harassment, or retaliation, assault or other violent acttoward any employee or third-party, or other act or omission, in eachcase, that in the view of the Board of Directors constitutes a materialbreach of the Company’s written policies or code of businessconduct.

“Change in control” in the employment agreement has the samedefinition as in the 2013 Omnibus Incentive Plan, discussed below.

Messrs. Carter’s and Keys’ Employment Agreements. Theemployment agreements of Messrs. Carter and Keys provide for thefollowing termination benefits.

Upon a voluntarily termination of their employment within 21 monthsfollowing the Business Combination, each of Messrs. Carter andKeys is entitled to (i) payment of an amount equal to two times thesum of his legacy MetroPCS salary and target annual bonuseffective immediately prior to the consummation of the BusinessCombination; (ii) payment at target for his 2013 legacy MetroPCSSTIP award, prorated by the number of days in 2013 prior to theclosing of the Business Combination; and (iii) a 24-monthcontinuation of medical and dental insurance for him and hisdependents. Upon the termination of their employment by theCompany without cause and not in connection with a change incontrol within 21 months following the Business Combination,Messrs. Carter and Keys would be entitled to two times total targetcash (composed of annual salary and target annual bonus legacyMetroPCS STIP), and 12 months of medical and dental insurance.

“Cause” in the employment agreements has the same definition asin the Executive Continuity Plan, discussed below.

Executive Severance Benefit Guidelines. The Company’s 2013Executive Severance Benefit Guidelines (“Severance Guidelines”)provide the benefits described below as a result of a corporaterestructuring or business combination in which an executive isterminated or resigns after being offered a new position that would:

• result in a greater than 5% reduction in total compensation, or

• require a move to a work location more than 50 miles from theexecutive’s current work location, or

• result in a material reduction of the executive’s duties, title,authority or responsibilities relative to the executive’s duties, title,authority or responsibilities as in effect immediately prior to thetransaction.



The benefits provided by the Severance Guidelines are: (i) a cashpayment of two times total target cash (composed of annual salaryand target annual bonus); (ii) COBRA benefit payments for up to 12months; (iii) 12 months of executive outplacement services valued at$7,750; and (iv) an amount equal to the tranche of each legacy T-Mobile LTIP award that would have vested at the end of the year inwhich the separation occurs, prorated at target by the ratio of thenumber of days in the tranche year preceding the date of theseparation to the number of days in the tranche year; and (v) anamount equal to the cliff-vesting portion of each legacy T-MobileLTIP award prorated at target by the ratio of the number of days inthe performance period preceding the date of the separation to thetotal number of days in the entire performance period.

Executive Continuity Plan. The Company’s Executive ContinuityPlan provides that our Named Executive Officers who are terminatedwithin the period of 24 months following a change in control by theCompany without cause or by the participant as the result of aconstructive termination or for good reason are entitled to receive aseverance payment equal to the executive’s severance paymentmultiplier multiplied by the executive’s base salary plus the greater ofthe executive’s target annual bonus percentage at the time oftermination or immediately prior to the change in control. Theseverance payment multiplier is two for the Named Executive Officers.

“Cause” is defined in the Executive Continuity Plan as any one of thefollowing:

• a participant’s gross neglect or willful material breach ofparticipant’s principal employment responsibilities or duties;

• a final judicial adjudication that participant is guilty of any felony(other than a law, rule or regulation relating to a traffic violation orother similar offense that has no material adverse effect on theCompany or any of its affiliates);

• a participant’s breach of any non-competition or confidentialitycovenant between the participant and the Company or anyaffiliate of the Company;

• fraudulent conduct, as determined by a court of competentjurisdiction, in the course of Participant’s employment with theCompany or any of its affiliates; and

• the material breach by a participant of any other obligation whichcontinues uncured for a period of 30 days after notice thereof bythe Company or any of its affiliates and which is demonstrablyinjurious to the Company or its affiliates.

For the Named Executive Officers, other than Mr. Legere,“constructive termination” or “good reason” means the occurrence,after a change in control, of any of the following conditions:

• a material diminution in the participant’s duties, authority orresponsibilities;

• a material reduction in the participant’s base salary, target short-term incentive opportunity, or target long-term incentiveopportunity as in effect immediately prior to the change in control,except for across-the-board salary reductions based on theCompany’s and its subsidiaries’ financial performance similarlyaffecting all or substantially all management employees of theCompany and its subsidiaries;

• a material reduction in the kind or level of qualified retirement andwelfare employee benefits from the like kind benefits to which theparticipant was entitled immediately prior to a change in control

with the result that the participant’s overall benefits package ismaterially reduced without similar action occurring to other eligiblecomparably situated employees;

• the relocation of the office at which the participant was principallyemployed immediately prior to a change in control to a locationmore than 50 miles from the location of such office, or theparticipants being required to be based anywhere other thansuch office, except to the extent the participant was notpreviously assigned to a principal location and except for requiredtravel on business to an extent substantially consistent with theparticipant’s business travel obligations at the time of the changein control; or

• such other event, if any, as is set forth in a participant’s agreementregarding executive continuity benefits.

For Mr. Legere, “good reason” has the same definition as in hisemployment agreement described above.

“Change in control” in the Executive Continuity Plan has the samedefinition as in the 2013 Omnibus Incentive Plan.

The cash severance payments pursuant to the above describedseverance plans or agreements will be reduced by any cashseverance payments otherwise required to be provided to aparticipant pursuant to any other severance plans or agreements,except that any rights or payments pursuant to the Company’s 2013Omnibus Incentive Plan or any other long-term incentive plan orbonus plan will not reduce any such cash severance payments.

2013 Omnibus Incentive Plan. Under the terms of the 2013Omnibus Incentive Plan and the award agreements applicable to ourNamed Executive Officers, in the event of a change in control inwhich outstanding awards are assumed, converted or replaced bythe resulting entity, then, to the extent provided in the applicableaward agreement, all time-vested RSUs will become fully vested,and all performance-vested RSUs will be deemed to be satisfied andpaid at the greater of target and actual performance determined asof the last trading day prior to the change in control (withoutproration) if, on or after the change in control and within one yearafter the change in control, the participant’s employment or serviceis terminated by the Company other than for cause or by theparticipant for good reason. In the event of a change in control inwhich outstanding awards are not assumed, converted or replacedby the resulting entity, all time-vested RSUs will become vested, andall performance-vested RSUs will be deemed to be satisfied andpaid at the greater of target and actual performance as of the lasttrading day prior to the change in control prorated up to andincluding the date of the change in control.

The award agreements under the 2013 Omnibus Incentive Plan alsoprovide that, in the case of death or total and permanent disability,any unearned time-vested RSUs become immediately earned andvested and any performance-vested RSUs will be paid at target as ofthe date of the executive’s separation from service.

For our Named Executive Officers, other than Mr. Legere, under theterms of the 2013 Omnibus Incentive Plan and the applicable awardagreements, in the event of a termination of employment inconnection with a workforce reduction or divestiture, time-vestedRSUs that are scheduled to vest at the next scheduled vesting datewill become earned and vested immediately. For performance-vested RSUs, the number of performance adjusted units would bedetermined after the end of the performance period and multipliedby the pro rata fraction (as defined below).

46


“Pro rata fraction” is defined in the award agreement as a fraction,the numerator of which is the number of days from the grant date ofthe award to the date of separation from service and thedenominator of which is the number of days from the grant datethrough the end of the performance period.

“Divestiture” is defined in the RSU award agreements as aseparation from service as the result of a divestiture or sale of abusiness unit.

“Workforce reduction” is defined as the executive’s separation fromservice as a result of a reduction in force, realignment or similarmeasure.

Mr. Legere’s award agreements also provide that if he is terminatedby the Company other than for cause, or if he leaves for goodreason, he would be entitled to any unearned time-vested RSUsscheduled to vest on the next vesting date. The number ofperformance-vested RSUs will be determined following the end ofthe performance period and multiplied by the pro rata fraction, asdefined above.

Mr. Legere’s award agreements provide that, from the periodfollowing a change in control but before the first anniversary of the

change in control, upon termination other than for cause, as definedin his employment agreement (including nonrenewal of theemployment agreement by notice given by the Company, butexcluding due to death or disability), or for separation for goodreason by the employee, any unearned time-vested andperformance-vested RSUs will become immediately earned andvested as of the date of such separation from service.

Potential Payments upon Death or Disability. Under the terms ofthe T-Mobile STIP, in the case of the death or disability, a NamedExecutive Officer (or his/her dependent) would be eligible for a bonusfor the performance period in which the executive died or wasdisabled. Any such bonus would be calculated using the executive’starget bonus percentage and annual salary prorated for the numberof weeks employed during the performance period. The individualand company components of any such bonus would be paid at100% achievement.

Under the legacy T-Mobile LTIP, a Named Executive Officer whodies or becomes disabled is entitled to the payment for tranche-vesting and cliff-vesting for the calendar year in which the executivedies or becomes disabled as if the executive were employedthrough the date of payment.



Estimated Payments

The following table presents estimated incremental compensationpayable to each of the Company’s Named Executive Officers asdescribed above. The estimated incremental compensation ispresented in the following benefit categories:

• Cash Severance: reflects cash severance (i) in the case ofvoluntary termination of employment within 21 months of theBusiness Combination pursuant to Messrs. Carter’s and Keys’employment agreements, (ii) in the case of termination in connectionwith a corporate restructuring or a termination without cause or forgood reason before a change in control under the SeveranceGuidelines or pursuant to Messrs. Legere’s, Carter’s and Keys’employment agreements, as applicable, and (iii) in the case oftermination without cause or for good reason in connection with orafter a change in control under our Executive Continuity Plan;

• Time-Vested RSUs: market value, as of December 31, 2013,of unvested time-vested RSUs that would vest pursuant to the2013 Omnibus Incentive Plan and related award agreements;

• Performance-Vested RSUs: market value, as of December 31,2013, of unvested performance-vested RSUs that would vestpursuant to the 2013 Omnibus Incentive Plan and related awardagreements (assuming performance at target);

• T-Mobile STIP: prorated portion of short-term cash incentivesthat would be paid (i) pursuant to the T-Mobile STIP, or (ii) underMr. Legere’s employment agreement;

• Legacy T-Mobile LTIP: prorated portion of long-term cashincentives that would be paid pursuant to (i) the SeveranceGuidelines, or (ii) under Mr. Legere employment agreement;

• Medical Coverage: estimated value of payment for continuedmedical coverage under COBRA pursuant to the terms of (i) ourSeverance Guidelines, or (ii) under Messrs. Legere’s, Carter’s andKeys’ employment agreements; and

• Outplacement Services: estimated potential value of thisservice.

VoluntaryTermination Within

21 Months Afterthe Business

Combination ($)

Termination inConnection withRestructuring orWithout Cause orfor Good ReasonBefore a Change

in Control ($)

TerminationWithout Cause or

for Good Reason inConnection with or

After a Changein Control ($) Death or Disability ($)

John J. LegereCash Severance — 5,500,000 5,500,000 —Time-Vested RSUs — 3,054,478 9,163,469 9,163,469Performance-Vested RSUs — 2,815,601 15,272,425 15,272,425T-Mobile STIP — 1,500,000 1,500,000 1,500,000Legacy T-Mobile LTIP — 5,527,283 11,191,667 5,527,283Medical Coverage — 11,205 11,205 —Outplacement Services — 7,750 7,750 —

Total Estimated Incremental Value — 18,416,317 42,646,516 31,463,177J. Braxton Carter

Cash Severance 2,025,360 2,600,000 2,600,000 —Time-Vested RSUs — 1,654,516 4,963,548 4,963,548Performance-Vested RSUs — 915,075 4,963,548 4,963,548T-Mobile STIP 147,972 417,500 417,500 417,500Legacy T-Mobile LTIP — 833,333 833,333 416,667Medical Coverage 36,122 11,882 11,882 —Outplacement Services — 7,750 7,750 —

Total Estimated Incremental Value 2,209,454 6,440,056 13,797,559 10,761,263James C. Alling

Cash Severance — 2,400,000 2,400,000 —Time-Vested RSUs — 1,221,771 3,665,381 3,665,381Performance-Vested RSUs — 675,760 3,665,381 3,665,381T-Mobile STIP — 630,769 630,769 630,769Legacy T-Mobile LTIP — 2,037,853 2,037,853 1,343,333Medical Coverage — 15,881 15,881 —Outplacement Services — 7,750 7,750 —

Total Estimated Incremental Value — 6,989,784 12,423,015 9,304,864Thomas C. Keys

Cash Severance 2,323,700 2,680,000 2,680,000 —Time-Vested RSUs — 1,705,413 5,116,274 5,116,274Performance-Vested RSUs — 943,232 5,116,274 5,116,274T-Mobile STIP 180,937 438,752 438,752 438,752Legacy T-Mobile LTIP — 666,667 666,667 333,333Medical Coverage 36,570 16,080 16,080 —Outplacement Services — 7,750 7,750 —

Total Estimated Incremental Value 2,541,207 6,457,894 14,041,797 11,004,633Neville R. Ray

Cash Severance — 2,035,000 2,035,000 —Time-Vested RSUs — 1,035,977 3,107,966 3,107,966Performance-Vested RSUs — 572,990 3,107,966 3,107,966T-Mobile STIP — 467,500 467,500 467,500Legacy T-Mobile LTIP — 1,727,334 1,727,334 1,077,448Medical Coverage — 17,828 17,828 —Outplacement Services — 7,750 7,750 —

Total Estimated Incremental Value — 5,864,379 10,471,344 7,760,880

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In addition to the items described above, Named Executive Officersare entitled to receive amounts earned during the term ofemployment. These amounts, which are not included in the table,include earned base salary, vested awards under our long-termincentive awards (other than for Mr. Legere as noted below), anyvested entitlements under our applicable employee benefit plans,including vested 401(k) plan balances, and rights to continuation ofcoverage under our group medical plans. A portion of Mr. Legere’slong-term incentive compensation earned in 2012 is vested, butdeferred (pursuant to his employment agreement) and is payablebased on his continued employment through December 31, 2014,subject to accelerated payment upon certain terminations ofemployment and is reflected in the “Legacy T-Mobile LTIP” amountsin the table above.

Mr. Linquist. When Mr. Linquist left the Company uponconsummation of the Business Combination, he received thefollowing benefits pursuant to his change in control agreement withlegacy MetroPCS: (i) $6,784,830, which represents the value of hisoutstanding stock options and restricted stock that automaticallyvested upon consummation of the Business Combination;(ii) $1,847,670, which represents the value of his annual cashperformance award that vested and was deemed earned in full atthe target level; and (iii) $5,967,404, which represents the value ofhis lump-sum severance payment and certain health and dentalinsurance benefits.

Equity Compensation Plan Information

The following table provides information as of December 31, 2013 with respect to outstanding equity awards and shares available for futureissuance under our equity compensation plans.

Plan Category

Number ofSecurities to Be

Issued uponExercise of

Outstanding Options,Warrants and Rights (a)(#)

Weighted-AverageExercise Price of

Outstanding Options,Warrants and

Rights ($)

Number of SecuritiesRemaining Available for

Future IssuanceUnder Equity

Compensation Plans(excluding securities

reflected in Column (a))(#)Equity Compensation Plans Approved by Stockholders:

Stock Options 6,333,020 (1) 24.64 —RSUs 22,949,165 (2)(3) — (4) —

Equity Compensation Plans Not Approved by Stockholders — — —Total 29,282,185 24.64 40,325,835 (5)

(1) Granted under the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc., the Amended and Restated MetroPCS Communications, Inc. 2004 Equity IncentiveCompensation Plan and the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan.

(2) Granted under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.

(3) Includes performance-vested awards assuming target performance.

(4) RSUs do not have an exercise price.

(5) Number of securities remaining available for future issuance under the 2013 Omnibus Incentive Plan. In addition to RSUs, the 2013 Omnibus Incentive Plan authorizes the award of stockoptions, stock appreciation rights, restricted stock and other stock-based awards.


Security Ownership of Principal Stockholders

The following table sets forth information as of March 31, 2014regarding the beneficial ownership of each class of T-Mobile US, Inc.outstanding capital stock by:

• each of our directors and nominees;

• each Named Executive Officer;

• all of our directors and executive officers as a group; and

• each person known by us to beneficially own more than 5% of theoutstanding shares of our common stock.

The beneficial ownership information has been presented inaccordance with SEC rules and is not necessarily indicative ofbeneficial ownership for any other purpose. Unless otherwiseindicated below and except to the extent authority is shared byspouses under applicable law, to our knowledge, each of thepersons set forth below has sole voting and investment power withrespect to all shares of common stock shown as beneficially ownedby them. The number of shares of common stock used to calculateeach listed person’s percentage ownership of each such classincludes the shares of common stock underlying options or otherconvertible securities held by such person that are exercisable or vestwithin 60 days after March 31, 2014.

Common Stock Beneficially OwnedNumber Percentage

Directors, Nominees and Named Executive Officers (1):James C. Alling — *W. Michael Barnes (2) 195,915 *J. Braxton Carter (3) 765,214 *Thomas Dannenfeldt — *Srikant M. Datar (4) 8,000 *Lawrence H. Guffey — *Timotheus Höttges — *Bruno Jacobfeuerborn — *Thomas C. Keys (5) 758,779 *Raphael Kübler — *Thorsten Langheim — *John J. Legere — *Roger D. Linquist — *James N. Perry Jr. (6) 378,436 *Neville R. Ray — *Teresa A. Taylor — *Kelvin R. Westbrook — *All directors and executive officers as a group (22 persons) 2,106,344 *

Beneficial Owners of More Than 5%:Deutsche Telekom AG (7)

Friedrich-Ebert-Alle 14053113 Bonn, Germany

535,286,077 66.7%

* Represents less than 1%

(1) Unless otherwise indicated, the address of each person is c/o T-Mobile US, Inc., 12920 SE 38th Street, Bellevue, Washington 98006.

(2) Includes 171,643 shares of common stock issuable upon exercise of options.


(4) Includes 8,000 shares of common stock held by Datar Investment LLC. Mr. Datar disclaims any beneficial ownership of such shares, except to the extent of his pecuniary interest therein.


(6) Includes 147,900 shares of common stock issuable upon exercise of options and 168,293 shares of common stock held directly by Mr. Perry. It also includes 18,935 shares of commonstock held by Spring Lake Partners II, LLP and 43,308 shares of common stock held by James N. Perry, Jr. Dynasty Trust for the benefit of Mr. Perry’s family. Mr. Perry’s spouse is the co-trustee of the Trust and Mr. Perry is the general partner of Spring Lake II LLP. Mr. Perry disclaims any beneficial ownership of such shares, except to the extent of his pecuniary interesttherein.

(7) According to the Schedule 13D/A filed by Deutsche Telekom on January 15, 2014, reflecting ownership of 535,286,077 shares of common stock as of December 31, 2013.

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Transactions with Related Persons and Approval

Procedures for Approval of Related Person TransactionsRelated Person Transaction Policy

The Related Person Transaction Policy provides that each of ourdirectors and executive officers and persons (including entities andgroups under Section 13(d) of the Exchange Act) who owns, or isaffiliated with an entity which owns, more than 5% of the Company’scommon stock (“5% beneficial owners”), which we refer to as arelated person, is expected to disclose the material facts of anyproposed or existing transaction, arrangement or relationship thatcould potentially be considered a related person transaction (asdescribed below) to our General Counsel (or another employee of theCompany designated by the General Counsel). In addition, theCompany’s accounting department, in consultation with theCompany’s legal department, is required to develop and maintaincontrols and procedures to help identify potential related persontransactions, and report any such transactions identified by thecontrols and procedures to our General Counsel. A related persontransaction is any transaction, arrangement or relationship or anyseries of transactions, arrangements or relationships in which:

• the Company, or any our subsidiaries, is, was or will be aparticipant;

• the aggregate amount involved exceeds, or may be expected toexceed, $120,000; and

• any related person has, had or will have a direct or indirect materialinterest.

Under our Related Person Transaction Policy, review and approval ofthe potential related person transaction is carried out under thefollowing process:

First, our General Counsel, or the General Counsel’s designee, willreview the transaction, arrangement or relationship to determinewhether it is a related person transaction. If after this review it isdetermined that the transaction, arrangement or relationship is arelated person transaction, the related person transaction will besubmitted to the Audit Committee. If the proposed transaction,arrangement or relationship involves our General Counsel, our ChiefFinancial Officer will undertake the review of the potential relatedperson transaction.

A related person transaction is then submitted to our AuditCommittee, which will review and determine whether to approve orratify such related person transaction. Under our Related PersonTransaction Policy, our Audit Committee will consider, among others,the following factors regarding the related person transaction indetermining whether to approve or ratify the transaction:

• the nature of the related person transaction and the terms of therelated person transaction, including the amount of considerationpayable by or to the related person;

• the extent of the related person’s interest in the transaction;

• the business reasons for the Company to enter into the relatedperson transaction;

• whether the transaction involves the provision of goods or servicesto the Company that are available from unaffiliated third-parties;

• whether the terms are comparable to those generally available inarms’ length transactions with unaffiliated third-parties;

• whether the related person transaction is consistent with the bestinterests of the Company; and

• in the case of any related person transaction involving an outsidedirector of the Company, the potential impact of such relatedperson transaction on such outside director’s independence andthe Company’s continued compliance with the requirementsunder the Exchange Act, the listing rules of the NYSE or any otherexchange on which the Company’s securities are traded, or otherapplicable laws and regulations.

If the proposed related person transaction is with Deutsche Telekomor any of its affiliates while the Stockholder’s Agreement is in effect,which we refer to as a controlling stockholder transaction, the AuditCommittee must unanimously approve the controlling stockholdertransaction. If the Audit Committee cannot or does not unanimouslyapprove the controlling stockholder transaction, then it must submitsuch transaction, along with its recommendation, to the full Board forapproval. In the case of a controlling stockholder transaction,representatives of Deutsche Telekom shall be afforded theopportunity to present to the Audit Committee the background of thecontrolling stockholder transaction, its rationale, the manner of arm’slength negotiation of the transaction, and such other information asthe Deutsche Telekom representatives deem relevant.

Certain of the related person transactions with Deutsche Telekom orits affiliates described below were not required to be approved inaccordance with our current Related Person Transaction Policybecause they were entered into prior to or in connection with theconsummation of the Business Combination, at which time DeutscheTelekom became a “related person” and our current Related PersonTransaction Policy became effective. Each of the related persontransactions with Deutsche Telekom or its affiliates described belowthat were entered into from and after the consummation of theBusiness Combination were reviewed and approved in accordancewith our current Related Person Transaction Policy.


TRANSACTIONS WITH RELATED PERSONS AND APPROVAL

Prior to the Business Combination

Prior to consummation of the Business Combination, our writtenRelated Person Transaction Policy, which we refer to as the legacyMetroPCS Related Person Transaction Policy, required that eachdirector, officer and employee involved in a related persontransaction notify the Company’s legal department and the AuditCommittee, and that each such transaction be approved or ratifiedby the Audit Committee, except with respect to any Material RelatedPerson Transaction (as defined below) that was to be recommendedfor approval or disapproval by the Audit Committee. Additionally, allMaterial Related Person Transactions involving a director would bereviewed and recommended by the Nominating and CorporateGovernance Committee to the Board as to whether suchtransaction would have caused such director to cease beingindependent under applicable law and regulations, the Company’scorporate governance guidelines then in effect, and NYSE rules, orthe special independence requirements to serve on the AuditCommittee or the Compensation Committee. A “Material RelatedPerson Transaction” was defined as a related person transactiondetermined by the Audit Committee to be potentially or actuallymaterial to the Company or to any director or officer of theCompany, including whether such transaction would have impactedthe independence of any outside director.

Under the legacy MetroPCS Related Person Transaction Policy, indetermining whether to approve a related person transaction, theAudit Committee was to have considered the following factors,among others, to the extent relevant to the related persontransaction:

• whether the terms of the related person transaction were fair tothe Company and on the same basis as would apply if thetransaction did not involve a related person;

• whether there were business reasons and benefits for theCompany to enter into the related person transaction;

• whether the related person transaction would have impaired theindependence of an outside director, and whether suchtransaction was with immediate family members or an entitywhich was owned or controlled in substantial part by a director;and

• whether the related person transaction would have presented animproper conflict of interest for any of our directors or executiveofficers, taking into account the size of the transaction, the overallfinancial position of the director, executive officer or other relatedperson, the direct or indirect nature of the director’s, executiveofficer’s or other related person’s interest in the transaction andthe ongoing nature of any proposed relationship, and any otherfactors the Audit Committee deems relevant.

The compensation arrangements for Corey A. Linquist and Phillip R.Terry described under “– Other Related Person Transactions” belowwere not reviewed and approved under the legacy MetroPCSRelated Person Transaction Policy, as these arrangements wereconsidered standing pre-approved transactions under such policyand were reviewed and approved in accordance with legacyMetroPCS processes and procedures related to executive andemployee compensation by the legacy MetroPCS CompensationCommittee and Board of Directors.

Transactions with Deutsche TelekomThe Business Combination

On April 30, 2013, the transactions contemplated by the BusinessCombination Agreement by and among Deutsche Telekom, Global,Holding, T-Mobile USA, and MetroPCS Communications, Inc. wereconsummated. Pursuant to the terms of Business CombinationAgreement:

• our certificate of incorporation was amended and restated to,among other things, effect a recapitalization that included areverse stock split pursuant to which each share of commonstock outstanding as of the effective time of the reverse stock splitnow represents one-half of a share of our common stock;

• as part of the recapitalization, a cash payment in the aggregateamount of $1.5 billion (or approximately $4.0491 per sharewithout giving effect to the reverse stock split described above) tothe record holders of our common stock immediately followingthe effective time of the reverse stock split;

• immediately following the cash payment, Deutsche Telekomtransferred to us all of the shares of capital stock of T-Mobile USAin consideration for newly-issued shares of common stockrepresenting approximately 74% of our outstanding commonstock on a fully-diluted basis;

• our name was changed from “MetroPCS Communications, Inc.”to “T-Mobile US, Inc.”; and

• we and Deutsche Telekom entered into the Stockholder’sAgreement described below.

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Stockholder’s Agreement

Pursuant to the Business Combination Agreement, we andDeutsche Telekom entered into a Stockholder’s Agreement at thecompletion of the transaction. Pursuant to the Stockholder’sAgreement, we granted certain governance and other rights toDeutsche Telekom and Deutsche Telekom agreed to certainrestrictions, as further described below:

• So long as Deutsche Telekom’s stock ownership percentage is atleast 10%, Deutsche Telekom has the right to designate asnominees for election to our Board a number of individuals inproportion to its stock ownership percentage, rounded to thenearest whole number. We and Deutsche Telekom have agreedto use our reasonable best efforts to cause the DeutscheTelekom designees to be elected to our Board. Each committeeof the Board shall include in its membership a number ofDeutsche Telekom designees in proportion to its stock ownershippercentage, rounded to the nearest whole number, except to theextent such membership would violate applicable securities lawsor stock exchange rules. No committee of the Board may consistsolely of directors who are also officers, employees, directors oraffiliates of Deutsche Telekom. We and Deutsche Telekom haveagreed to use our reasonable best efforts to cause at least threemembers of our Board to be considered “independent” underSEC and NYSE rules, including for purposes of Rule 10A-3promulgated under the Exchange Act.

• So long as Deutsche Telekom beneficially owns 30% or more ofthe outstanding shares of our common stock, without DeutscheTelekom’s consent we are not permitted to take certain actions,including the incurrence of debt (excluding certain permitted debt)if our consolidated ratio of debt to cash flow for the most recentlyended four full fiscal quarters for which financial statements areavailable would exceed 5.25 to 1.0 on a pro forma basis, theacquisition of any business, debt or equity interests, operations orassets of any person for consideration in excess of $1 billion, thesale of any of our or our subsidiaries’ divisions, businesses,operations or equity interests for consideration in excess of$1 billion, any change in the size of our board of directors, theissuances of equity securities in excess of 10% of our outstandingshares or to repurchase debt held by Deutsche Telekom, therepurchase or redemption of equity securities or the declaration ofextraordinary or in-kind dividends or distributions other than on apro rata basis, or the termination or hiring of our chief executiveofficer.

• We must notify Deutsche Telekom any time it is reasonably likelythat we will default on any indebtedness with a principal amountgreater than $75 million and Deutsche Telekom will have the right,but not the obligation, to provide us new debt financing up to theamount of the indebtedness that is the subject of the potentialdefault plus any applicable prepayment or other penalties, on thesame terms and conditions as such indebtedness (together withany waiver of the potential default).

• As long as Deutsche Telekom beneficially owns 10% or more ofthe outstanding shares of our common stock, we must provideDeutsche Telekom with certain information and consultationrights, subject to certain confidentiality restrictions.

• During the term of the Stockholder’s Agreement, DeutscheTelekom is not permitted to, and is required to cause theDeutsche Telekom designees then serving as directors on ourBoard of Directors not to, support, enter into or vote in favor of

any controlling stockholder transaction, unless such transaction isapproved by a majority of the directors on our Board, whichmajority includes a majority of the directors on our Board that arenot affiliates of Deutsche Telekom. In August 2013, the Company(upon the approval of a majority of the directors on our Board,which included a majority of directors not affiliated with DeutscheTelekom) and Deutsche Telekom agreed to waive the approvalrequirement described above with respect to (i) any controllingstockholder transaction in which the amount involved does notexceed, or is not expected to exceed, $120,000; or (ii) anycontrolling stockholder transaction in which the amount involvedexceeds, or is expected to exceed, $120,000, and suchtransaction has been unanimously approved by the AuditCommittee.

• Deutsche Telekom and its affiliates are generally prohibited fromacquiring more than 80.1% of the outstanding shares of ourcommon stock unless it makes an offer to acquire all of the thenremaining outstanding shares of our common stock at the sameprice and on the same terms and conditions as the proposedacquisition from all other stockholders of the Company, which iseither (a) accepted or approved by the majority of the directors,which majority includes a majority of the directors that are notaffiliates of Deutsche Telekom, or (b) accepted or approved byholders of a majority of our common stock held by stockholdersother than Deutsche Telekom or its affiliates.

• Subject to certain exceptions, Deutsche Telekom is prohibitedfrom transferring any shares of the Company’s common stockduring the 18-month period after the closing of the BusinessCombination. Subject to the lock-up period, Deutsche Telekomand its affiliates may freely transfer any shares of our commonstock, subject to applicable law, provided that Deutsche Telekomis prohibited from transferring any shares of the Company’scommon stock in any other transaction that would result in thetransferee’s owning more than 30% of the outstanding shares ofthe Company’s common stock unless such transferee offers toacquire all of the then outstanding shares of the Company’scommon stock at the same price and on the same terms andconditions as the proposed transfer.

• We have granted Deutsche Telekom certain demand andpiggyback registration rights for shares of our common stock anddebt securities of the Company and its subsidiaries beneficiallyowned by Deutsche Telekom and acquired in connection with theBusiness Combination or in the future.

• Deutsche Telekom’s ability to compete with the Company in theUnited States, Puerto Rico and the territories and protectorates ofthe United States is subject to certain restrictions during theperiod beginning on the date of the closing of the BusinessCombination and ending on the date that is two years after thedate on which Deutsche Telekom beneficially owns less than10% of the outstanding shares of the Company’s common stock.In addition, for the period that commenced at the closing andexpiring on the first anniversary of the termination of thetrademark license in accordance with its terms, DeutscheTelekom may not manufacture, market or distribute any productsor services under, or use in any way, the trademark T-Mobile inconnection with certain specified activities, other than by theCompany and its affiliates in accordance with the terms of thetrademark license. The trademark license is more fully describedbelow.



Trademark License

In connection with the completion of the Business Combination, weand Deutsche Telekom entered into a trademark license, pursuantto which we received (a) a limited, exclusive, non-revocable androyalty-bearing license to certain T-Mobile trademarks (includingInternet domains) for use in connection with telecommunicationsand broadband products and services in the United States, PuertoRico and the territories and protectorates of the United States, (b) alimited, non-exclusive, non-revocable and royalty-bearing license touse certain other trademarks for use in connection withtelecommunications and broadband products and services in theUnited States, Puerto Rico and the territories and protectorates ofthe United States and (c) free of charge, the right to use thetrademark “T-Mobile” as a name for the Company.

The initial term of the trademark license ends on December 31,2018, subject to automatic renewal for successive five-year termsunless we provide notice of our intent not to renew the trademarklicense prior to the expiration of the then-current term. Thereafter,the trademark license automatically renews for subsequent five-yearperiods unless we provide 12 months’ notice prior to the expirationof the then-current term. We may terminate the trademark license atany time upon one year’s prior notice, and Deutsche Telekom canterminate the trademark license if we abandon the trademarkslicensed thereunder or if we commit a material breach.

We and Deutsche Telekom are obligated to negotiate a newtrademark license when (a) Deutsche Telekom has 50% or less ofthe voting power of the outstanding shares of capital stock of theCompany or (b) any third-party owns or controls, directly orindirectly, 50% or more of the voting power of the outstandingshares of capital stock of the Company, or otherwise has the powerto direct or cause the direction of the management and policies ofthe Company. If we and Deutsche Telekom fail to agree on a newtrademark license, either we or Deutsche Telekom may terminatethe trademark license and such termination shall be effective, in thecase of clause (a) above, on the third anniversary after notice of

termination and, in the case of clause (b) above, on the secondanniversary after notice of termination. We have the right to continueto sell products under the licensed trademarks for a period of oneyear after termination or expiration of the trademark license.Additionally, we have the right to continue to use advertisingmaterials bearing the licensed trademarks for a period of up to sixmonths after termination or expiration of the trademark license.

We are obligated to pay Deutsche Telekom a royalty in an amountequal to 0.25%, which we refer to as the royalty rate, of the netrevenue (as defined in the trademark license) generated by productsand services sold by the Company under the licensed trademarks.In 2013, we paid Deutsche Telekom royalties totaling approximately$51.2 million under the terms of the trademark license. On the fifthanniversary of the trademark license, the Company and DeutscheTelekom have agreed to adjust the royalty rate to the royalty ratefound under similar licenses for trademarks in the field of wirelesstelecommunication, broadband and information products andservices in the territory through a binding benchmarking process.

The trademark license contains certain quality control requirements,branding guidelines and approval processes that the Company isobligated to maintain.

Deutsche Telekom is obligated to indemnify us against trademarkinfringement claims with respect to certain licensed T-Mobile marksand has the right (but not the obligation) to indemnify us againsttrademark infringement claims with respect to certain other licensedtrademarks. If Deutsche Telekom chooses not to defend us againsttrademark infringement claims with respect to certain other licensedtrademarks, we have the right to defend ourself against such claim.We are obligated to indemnify Deutsche Telekom against third-partyclaims due to the Company’s advertising or anti-competitive use bythe Company of the licensed trademarks. Except for indemnificationobligations and intentional misconduct, the liability of the Companyand Deutsche Telekom is limited to EUR 1 million per calendar year.

Financing Arrangements

The Business Combination was financed in part by the issuance ofsenior unsecured notes in an aggregate principal amount of$14.7 billion, as follows:

• $3.5 billion of senior unsecured notes, which we refer to as the$3.5 billion notes, issued by MetroPCS Wireless, Inc. (which inconnection with the Business Combination was merged with andinto T-Mobile USA) to third-party investors; and

• $11.2 billion of senior unsecured notes issued by T-Mobile USAto Deutsche Telekom to refinance certain intercompanyindebtedness owed by T-Mobile USA and its subsidiaries toDeutsche Telekom and its subsidiaries (excluding T-Mobile USAand its subsidiaries).

In addition to the notes issued to finance the Business Combination,Deutsche Telekom made available for the benefit of T-Mobile USA,on the closing date of the transaction, a revolving unsecured creditfacility with a maximum principal amount of $500 million.

The $3.5 Billion Notes

On March 8, 2013, MetroPCS Wireless, Inc. agreed to sell in anunregistered private offering $1.75 billion in aggregate principalamount of its 6.250% Senior Notes due 2021 and $1.75 billion inaggregate principal amount of its 6.625% Senior Notes due 2023,which together constitute the $3.5 billion notes referred to above.The $3.5 billion notes were purchased by third-party investors onMarch 19, 2013. A portion of the net proceeds from the sale of the$3.5 billion notes was used to repay the amount outstanding under

MetroPCS Wireless, Inc.’s existing senior credit facility, to payliabilities under related interest rate protection agreements, and topay other related fees and expenses. The remaining proceeds fromthe sale of the $3.5 billion notes were available for general corporatepurposes. Under the terms of the Business CombinationAgreement, Deutsche Telekom agreed to backstop the sale of the$3.5 billion notes to third-party investors. Because these notes weresold to third-party investors prior to the closing of the Business

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Combination, Deutsche Telekom’s backstop obligation wasrelieved. As contemplated by the Business Combination Agreement,T-Mobile USA paid Deutsche Telekom a commitment fee equal to

50 basis points on its $3.5 billion backstop commitment inconnection with the consummation of the Business Combination.

The $11.2 Billion Notes

On April 28, 2013, T-Mobile USA issued $11.2 billion in aggregateprincipal amount of senior unsecured notes to Deutsche Telekompursuant to an indenture between T-Mobile USA, the guarantorsparty thereto, and Deutsche Bank Trust Company Americas, astrustee. These notes were issued as part of a recapitalization of T-Mobile USA pursuant to which, among other things, certainpreviously outstanding notes payable to Deutsche Telekom wereretired. The new notes are guaranteed by the Company and by all ofT-Mobile USA’s wholly-owned domestic restricted subsidiaries(other than certain designated special purpose entities, a certainreinsurance subsidiary and immaterial subsidiaries), all of T-MobileUSA’s restricted subsidiaries that guarantee certain of T-MobileUSA’s indebtedness, and any future subsidiary of the Company thatdirectly or indirectly owns any of T-Mobile USA’s equity interests.

The notes have tenors ranging from six to ten years and are dividedinto five series of senior unsecured notes with interest rates thatremain constant through maturity (the “non-reset notes”), and fiveseries of senior unsecured notes with interest rates that will be resetat various intervals (the “reset notes”). The no-call period withrespect to each series of non-reset notes ranges from two to fiveyears after the issuance thereof. The no-call period with respect toeach series of reset notes ranges from four to six years after theissuance thereof, which is two or three years after the applicableinterest reset date of such series. Each series of the notes has aninitial aggregate principal amount of $1.25 billion, except that each ofthe two series of the notes with a tenor of ten years has an initialaggregate principal amount of $600 million.

The interest rates applicable to the reset notes and the non-resetnotes were determined at the closing of the Business Combination.The interest rate applicable to the reset notes will be reset at theapplicable time, according to a formula specified in the indenturegoverning the notes.

The indenture governing the notes contain customary events ofdefault, covenants and other terms, including, among other things,covenants that restrict the ability of the issuer and its subsidiaries to,inter alia, pay dividends and make certain other restricted payments,incur indebtedness and issue preferred stock, create liens onassets, sell or otherwise dispose of assets, enter into transactionswith affiliates and enter new lines of business. These covenantsinclude certain customary baskets, exceptions and incurrence-based ratio tests. The indenture does not contain any financialmaintenance covenants.

Pursuant to a Noteholder Agreement entered into by T-Mobile USAand Deutsche Telekom upon the closing of the BusinessCombination, Deutsche Telekom has certain special rights, and issubject to certain special restrictions, that do not apply to otherpersons who may become holders of the notes issued in connectionwith the debt recapitalization in April 2013, including among otherthings (i) a more broadly defined change in control put right,(ii) restrictions on its ability to tender the notes into a change incontrol offer following a change in control resulting from a transfer ofcommon stock of the Company by Deutsche Telekom unless allholders of common stock are required or entitled to participate onthe same terms, (iii) a right to consent to equity issuances theproceeds of which would be used to redeem notes held byDeutsche Telekom, and (iv) a right to consent to any redemption ofthe notes held by Deutsche Telekom with the proceeds of any equityissuance by T-Mobile or the combined company.

During 2013, we paid Deutsche Telekom approximately $441.1million in interest on the notes issue in April 2013, including the priornotes retired in connection with the debt recapitalization effected inconnection with the Business Combination. In October 2013,Deutsche Telekom sold the non-reset notes to third-parties in asecondary public offering.

Working Capital Facility

Upon the closing of the Business Combination, T-Mobile USA andDeutsche Telekom entered into credit agreement pursuant to whichDeutsche Telekom made available to T-Mobile USA a revolvingcredit facility with a maximum principal amount of $500 million, to beused for working capital and other general corporate purposes (the“working capital facility”). T-Mobile USA’s obligations under thecredit agreement are unsecured but are guaranteed by theCompany and each of T-Mobile USA’s wholly owned domesticrestricted subsidiaries (other than certain designated specialpurpose entities, a certain reinsurance subsidiary and immaterialsubsidiaries). The term of the working capital facility is five years afterthe closing date of the Business Combination.

T-Mobile USA may borrow from time to time under the workingcapital facility during the term. Outstanding borrowings under thefacility bear interest at a variable rate based on the prime rate oreurodollar rate plus a margin ranging from 2.5% to 3.0% (foreurodollar rate loans) or 1.5% to 2.0% (for base rate loans)(depending on T-Mobile USA’s debt-to-cash flow ratio). At the endof the 5-year term, all amounts outstanding under the workingcapital facility will be due and payable. Loans under the working

capital facility may be prepaid without penalty or premium (otherthan customary eurodollar breakage costs) at any time.

As contemplated by the Business Combination Agreement,Deutsche Telekom was paid on May 1, 2013 an upfrontcommitment fee of $2,500,000 (0.50% of the amount of thecommitment). In addition, the working capital facility requires thepayment of additional commitment fees ranging from 0.25% to0.50% (depending on T-Mobile USA’s debt-to-cash flow ratio) of theamount of the undrawn commitment, payable quarterly in arrears.

The credit agreement governing the working capital facility containscustomary events of default, covenants and other terms, including,among other things, restrictions on payment of dividends and themaking of certain other restricted payments, incurrence ofindebtedness and issuance of preferred stock, creation of liens onassets, sales or other dispositions of assets, entry into transactionswith affiliates and entry into new lines of business. If loans areoutstanding under the working capital facility, then T-Mobile USA willbe required to maintain a debt-to-cash flow ratio of 4.00 to 1.00,tested quarterly.



On November 15, 2013, T-Mobile and T-Mobile USA entered intoAmendment No. 1 to the credit agreement with Deutsche Telekomand JP Morgan Chase Bank, N.A. (the “Amendment”). TheAmendment sets the maximum debt-to-cash flow ratio at 5.00 to1.00 for fiscal periods ended on or prior to December 31, 2013, 4.50

to 1.00 for fiscal periods ending after December 31, 2013 and on orprior to December 31, 2014 and 4.00 to 1.00 for fiscal periodsending after December 31, 2014. We had no borrowings under theworking capital facility in 2013.

Wireless Existing Notes

On December 5, 2012, MetroPCS Wireless, Inc. commenced aconsent solicitation seeking to amend the indentures governing itsoutstanding 7 7/8% Senior Notes due 2018 and 6 5/8% SeniorNotes due 2020 (the “Wireless existing notes”) so that, among otherthings, the consummation of the Business Combination would notbe considered a change in control under these indentures. OnDecember 14, 2012, following the receipt of the requisite consentsin the consent solicitation, MetroPCS Wireless, Inc., the guarantorsof the notes and the trustee entered into revised supplementalindentures that govern the Wireless existing notes. Among otherthings, the revised supplemental indentures modified the definition of“Change in Control” so that the consummation of the BusinessCombination would not constitute a change in control under theindentures governing the Wireless existing notes.

Under the Business Combination Agreement, Deutsche Telekomhad agreed to purchase additional notes from T-Mobile USA in anamount sufficient to satisfy any put obligations with respect to theMetroPCS Wireless existing notes in the event that the consentsolicitation was not successful. As a result of the consummation ofthe consent solicitation and the entry into the revised supplementalindentures relating to the Wireless existing notes, DeutscheTelekom’s commitment, pursuant to the Business CombinationAgreement, to purchase additional notes in an amount sufficient tosatisfy such change-in-control obligations, was terminated. Ascontemplated by the Business Combination Agreement, T-MobileUSA paid Deutsche Telekom a commitment fee equal to 50 basispoints on its $2.0 billion commitment in connection with theconsummation of the Business Combination.

Guarantees

Deutsche Telekom’s Guarantee of Certain T-Mobile USA Obligations to Apple Inc.

Under the Deed of Guarantee, dated March 19, 2013, by DeutscheTelekom in favor of Apple Inc., Deutsche Telekom agreed toguarantee T-Mobile USA’s obligations to Apple Inc. under certainagreements. Deutsche Telekom’s maximum liability under the

guarantee was limited to $300 million, and the guarantee expired onJune 30, 2013. In connection with the guarantee, T-Mobile USA,Inc. paid Deutsche Telekom certain fees in the aggregate ofapproximately $1.0 million.

Deutsche Telekom’s Letter of Credit in Support of T-Mobile USA’s Letter of Credit Facility with US BankN.A.

On March 29, 2013, Deutsche Telekom agreed to obtain fromDeutsche Bank a standby letter of credit for the benefit of U.S. BankNational Association, or US Bank, in the amount of $60 million assupport for the obligations of T-Mobile USA under a CreditAgreement between T-Mobile USA and US Bank dated as ofMarch 29, 2013. Under the Credit Agreement, US Bank has madeavailable to T-Mobile USA and its subsidiaries a $100 million letter ofcredit facility. After May 31, 2013 the standby letter of credit may beincreased to $80 million upon written request by T-Mobile USA.

Pursuant to the agreement with Deutsche Telekom relating to thestandby letter of credit, T-Mobile USA agreed to indemnify orreimburse Deutsche Telekom for all payments or losses incurred byDeutsche Telekom in relation to any obligation it may assume inobtaining the standby letter of credit. In addition, T-Mobile USAagreed to pay Deutsche Telekom an annual fee quarterly in arrearsof 0.65% of the amount of the standby letter of credit through theterm of the standby letter of credit. The standby letter of creditexpired on December 31, 2013.

Guarantee in Favor of Liberty Mutual Insurance Company

In June 2011, Deutsche Telekom mandated Deutsche BankCologne to provide T-Mobile USA with a guarantee in favor of LibertyMutual Insurance Company in the amount of $58 million. T-MobileUSA agreed to pay Deutsche Telekom a guarantee fee of 0.16%

of the guarantee commitment per year, payable on June 30 andDecember 31 of each year. The original term of the guaranteeexpired on December 31, 2011, but it is subject to automaticrenewals of one-year terms.

Other Agreements

The Related Person Transactions described below consist ofongoing arrangements under which the execution of transactions orthe provision of services, and the payments related thereto, may

vary from period to period or may only occur from time to time,depending on the circumstances of the parties involved and theterms of the applicable arrangements.

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Management Agreement, between Deutsche Telekom AG and T-Mobile USA, Inc.

The Management Agreement covers certain internationalmultinational corporation, or MNC, services that Deutsche Telekomprovides to T-Mobile USA in the MNC segment. These servicesinclude sales, business development and account managementservices, marketing and bid management services, businessstrategy and IT services, and business solicitation services aimed

toward multinational enterprises. The term of the ManagementAgreement expires on December 31, 2014, but may be terminatedby either party on 12 months’ notice. During 2013, T-Mobile USAincurred approximately $3.7 million in expenses for DeutscheTelekom’s services under the Management Agreement.

Agreement on Discounts for Interoperator Tariffs, between Deutsche Telekom AG and T-Mobile USA, Inc.

This agreement establishes a reciprocal discount scheme forroaming charges between T-Mobile USA and affiliates of DeutscheTelekom (except Croatian Telekom Inc.) based on interoperatortariffs to be paid by the Home Public Mobile Network operator to theVisited Public Mobile Network operator according to their respective

international roaming agreements. The agreement will expire onJune 30, 2014, unless earlier terminated in accordance with theterms of the agreement. During 2013, T-Mobile USA receivedapproximately $11.4 million in net revenue and incurredapproximately $4.9 million in net expenses under this agreement.

Discount Agreement between Croatian Telecom Inc. and T-Mobile USA, Inc.

The Discount Agreement establishes a reciprocal discount schemebetween T-Mobile USA and Croatian Telecom Inc., a majority-owned subsidiary of Deutsche Telekom, for roaming charges basedon interoperator tariffs to be paid by the Home Public MobileNetwork operator to the Visited Public Mobile Network operator

under an international roaming agreement between T-Mobile USAand Croatian Telecom Inc. The agreement will expire on June 30,2014, but may be terminated earlier by either party upon six months’prior written notice. During 2013, T-Mobile USA incurredapproximately $34,000 in net expenses under this agreement.

Agreement on Commercial Roaming Broker Services between Deutsche Telekom AG and T-Mobile USA,Inc.

Under this agreement Deutsche Telekom negotiates, for the benefitof certain of its wireless affiliates, including T-Mobile USA, referred toas “NatCos,” the terms of group roaming discount agreements withthird-party network/service operators, or roaming partners. Thisagreement has an indefinite term, but by September 30 of eachyear, T-Mobile USA has the right to elect to participate or decline toparticipate under the broker arrangement for the following calendaryear, and the parties negotiate the scope of roaming partners inwhich Deutsche Telekom is entitled to negotiate for T-Mobile USA’sbenefit. If T-Mobile USA agrees to be a participating NatCo in a givencalendar year, T-Mobile USA will receive and/or provide roamingservices according to the terms of the group roaming discountagreements during such calendar year, and at the end of a specifiedsettlement period, Deutsche Telekom would receive from, or makepayments to, the roaming partners for T-Mobile USA and the otherparticipating NatCos, pursuant to the payment terms of the roaming

agreements. Intercompany payments are made between DeutscheTelekom and T-Mobile USA to settle any amounts due to, or owedby, T-Mobile for roaming services under the roaming agreements.

Deutsche Telekom may realize volume discounts for roamingservices based on the NatCos’ participation in the group roamingdiscount agreements. Deutsche Telekom also allocates itscommercial roaming costs, which consist of certain strategic andfinancial planning costs associated with roaming transactions, to theNatCos, including T-Mobile USA. During 2013, T-Mobile USAexperienced an approximately $11.1 million reduction in roamingrevenues and received approximately $16.4 million of expensediscounts for roaming usage provided to, or delivered by, third-partyoperators under this agreement. In September 2013, T-Mobile USAelected to participate in the broker arrangement for calendar year2014.

Frame Agreement for the Provision and Marketing of “Mobile Device Management” between DeutscheTelekom AG and T-Mobile USA, Inc.

Pursuant to the Frame Agreement for the Provision and Marketing of“Mobile Device Management,” Deutsche Telekom grants toT-Mobile USA the right to market, resell, and license certain mobiledevice management services and agrees to provide support relatedto these services. The initial term of the agreement will expire on

January 7, 2015 and will automatically renew for additional one-yearterms, unless earlier terminated in accordance with the terms of theagreement. During 2013, T-Mobile USA did not incur any expensesfor Deutsche Telekom’s services under this agreement.

Framework Agreement for the Provision and Marketing of “Global Corporate Access” between DeutscheTelekom AG and T-Mobile USA, Inc.

Pursuant to the Framework Agreement for the Provision andMarketing of “Global Corporate Access,” Deutsche Telekomprovides a specific global corporate access service, based onproducts offered by iPass Inc., and WiFi network access services toT-Mobile USA for the purpose of resale to T-Mobile USA’s businesscustomers in the United States. The initial terms of the agreement

will expire on February 28, 2015 and will automatically renew foradditional one-year terms, unless earlier terminated in accordancewith the terms of the agreement. During 2013, T-Mobile USAincurred approximately $141,700 in expenses for DeutscheTelekom’s services under the Framework Agreement.



Agreements Relating to AppDirect Business Services Application Platform

On April 30, 2013, T-Mobile USA, Deutsche Telekom, and OrigoNetworks Corp. (d/b/a/ AppDirect Inc.) entered into an AddendumNumber 1 to the Frame Agreement for the Supply of Software andAssociated Services, which constituted a purchase order under theFrame Agreement for the implementation by AppDirect of abusiness services application platform for certain of T-Mobile USA’sbusiness customers, which would be hosted and maintained byDeutsche Telekom. Pursuant to the Addendum, Deutsche Telekomwould (i) pay up to $150,000 to AppDirect to cover certain set-up

costs, including certain implementation fees, for T-Mobile USA’splatform and (ii) provide certain services to T-Mobile USA inconnection with the operation of the platform. The Addendum wasterminated on December 31, 2013 pursuant to a Termination andTransition Agreement.

Joint Marketing Agreement, among Deutsche Telekom AG, Choochee, Inc., and T-Mobile USA, Inc.

Under the Joint Marketing Agreement, Deutsche Telekom hasagreed to fund, and T-Mobile USA has agreed to develop andimplement with Choochee, Inc., a wholly owned subsidiary ofDeutsche Telekom, joint marketing initiatives to market and sellT-Mobile branded Choochee products, consisting mainly of cloud-based services such as VOIP, to T-Mobile USA’s business-to-business small business customers. Pursuant to the Joint MarketingAgreement, T-Mobile USA also grants Choochee a limited,

nonexclusive, revocable, royalty-free sub-license to use andreproduce marks licensed by T-Mobile USA. The Joint MarketingAgreement expires on March 13, 2015, unless earlier terminated inaccordance with the terms of the agreement. During 2013, T-Mobiledid not incur any expenses under the Joint Marketing Agreement.

Effective April 2014, we terminated the Joint Marketing Agreement.

Telecom Master Services Agreement, between Deutsche Telekom North America, Inc. and T-Mobile USA,Inc.

Pursuant to the Master Services Agreement, Deutsche TelekomNorth America, a wholly owned subsidiary of Deutsche Telekom,provides international long-distance and IP transit (internetconnectivity) services to T-Mobile USA. The Master Services

Agreement will remain in effect for so long as there remainstatements of work pending. During 2013, T-Mobile USA incurredapproximately $70.1 million in expenses for Deutsche TelekomNorth America’s services under the Master Services Agreement.

Amended and Restated Application Service Provider Agreement, between T-Systems North America Inc.and T-Mobile USA, Inc.

T-Systems North America, Inc. (“T-Systems”), is a wholly ownedsubsidiary of Deutsche Telekom. Pursuant to the Service ProviderAgreement, T-Mobile USA is permitted to use certain e-bidding toolsfor construction bids on certain facilities. The initial term of theServices Agreement with T-Systems ended in 2006, but

automatically renews for successive one-year terms, unless eitherparty gives 30 days’ notice prior to the end of the term. During 2013,T-Mobile USA incurred approximately $165,210 in expenses forT-System’s services under the Services Agreement.

Services Agreement, between T-Systems North America, Inc. and T-Mobile USA, Inc.

T-Mobile USA and T-Systems entered into a Services Agreement onJanuary 4, 2008, which governs the terms of certain IT supportservices provided by T-Systems to T-Mobile USA. In general,specific services to be provided under the Services Agreement aregoverned by statements of work entered into by the parties fromtime to time. The Services Agreement will remain in effect for so longas there remain statements of work pending. The statements ofwork currently pending under the Services Agreement have varyingexpiration terms, but they may generally be terminated upon30 days’ notice, except for certain scopes of work in which theparties agree to limit that right.

During 2013, subsequent to the consummation of the BusinessCombination, T-Mobile USA and T-Systems entered into threestatements of work, or amendments to outstanding statements ofwork, under the Services Agreement, which, individually, involved

amounts exceeding $120,000. Pursuant to these statements ofwork, T-Mobile will pay T-Systems approximately $135,000,$1.7 million, and $17 million over the term of each statement of workor amendment for certain IT support services. The terms of thesestatements of work range from 12 months to two years. During2013, T-Mobile USA incurred approximately $25.2 million inaggregate expenses for T-System’s services under the ServicesAgreement.

On February 2014, T-Mobile USA and T-Systems entered into anamendment to an existing statement of work under the ServicesAgreement, pursuant to which T-Mobile USA will pay T-Systemsapproximately $362,250 over the one-year term for certain SAPapplication development services. The term of this statement ofwork, as amended, expires on January 31, 2015.

Master Agreement, between Detecon, Inc. and T-Mobile USA, Inc.

Under the Master Agreement, Detecon, Inc., a wholly ownedsubsidiary of Deutsche Telekom, provides management consultingservices, primarily with regard to customer relationship and channel

management. The Master Agreement term ends on April 30, 2015.During 2013, T-Mobile USA incurred approximately $1.8 million inexpenses under the Master Agreement.

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Agreement for TIBCO Software Sub-License and Support Services between T-Systems International GmbHand T-Mobile USA, Inc.

T-Systems International GmbH (“T-Systems International”) is awholly owned subsidiary of Deutsche Telekom. Pursuant to thisagreement, T-Systems International grants to T-Mobile USA asublicense to use IT network middleware software licensed byT-Systems International from TIBCO Software B.V. and providescertain support services related thereto. The agreement expires on

November 24, 2015. During 2013, T-Mobile USA incurredapproximately $4.2 million in expenses under the agreement, whichamount includes a one-time payment for the sublicense and supportservices to be provided by T-Systems International during the termof the agreement.

Supply Contracts in connection with the Procurement Joint Venture of Deutsche Telekom AG and FranceTelecom SA

Deutsche Telekom and France Telecom SA (“FT”) are partners in aprocurement joint venture called BuyIn (“BuyIn”), which enters intoagreements with unaffiliated, third-party vendors that set forthcertain procurement terms. Affiliates of each of Deutsche Telekomand FT may establish a relationship with BuyIn to participate in jointprocurement activities. By letter agreement dated January 29, 2012,BuyIn and T-Mobile USA agreed to terms under which T-MobileUSA would have the option to participate in certain jointprocurement activities. Through December 31, 2014, T-Mobile USAmay continue to participate in such joint procurement activities.T-Mobile USA currently participates in BuyIn’s procurementarrangements with respect to two supply contracts, each of which

was entered into between T-Mobile USA and an unaffiliated, third-party vendor. Pursuant to the terms of the applicable supplycontract, certain purchases made by T-Mobile USA thereunderrequire the vendor to provide to T-Mobile USA and BuyIn “purchasevouchers” (which may be used to discount amounts owed for futurepurchases from the vendor). BuyIn allocates its purchase vouchersto Deutsche Telekom and FT, who may use such vouchers for theirown purchases from the vendor. T-Mobile USA’s committmentsunder these two supply contracts total approximately $3.5 billion.During 2013, Deutsche Telekom received approximately $21 millionof purchase vouchers relating to these two supply contracts.

Insurance Brokerage Services provided by DeTeAssekuranz-Deutsche Telekom Assekuranz-Vermittlungsgesellschaft mbH (DeTeAssekuranz)

DeTeAssekuranz, a wholly owned subsidiary of Deutsche Telekom,provides certain insurance brokerage services for T-Mobile USA.

During 2013, T-Mobile USA incurred approximately $1.0 million inexpenses for DeTeAssekuranz’s services under this arrangement.

SOX Tool provided by Deutsche Telekom AG

In November 2013, the Company entered into an arrangement withDeutsche Telekom whereby Deutsche Telekom modified its ICCStool to enable the Company to use it for its Sarbanes-Oxley Act

compliance. During 2013, the Company incurred approximately$130,000 in expenses under the arrangement.

Other Related Person TransactionsA private equity fund advised by Madison Dearborn Partners, LLCwas one of our greater than 5% stockholders through April 30,2013. Investment funds advised by Madison Dearborn Partners,LLC owned:

• Less than 20% interest in New Asurion, or Asurion, a companythat provides services to our customers, including handsetinsurance programs. Pursuant to our agreement with Asurion, webill our customers directly for these services and we remit the feescollected from our customers for these services to Asurion. Ascompensation for providing this billing and collection service,Asurion paid us approximately $4.9 million from January 1, 2013through April 30, 2013. Asurion also purchased replacementhandsets through our third-party distributor for approximately$16.2 million from January 1, 2013 through April 30, 2013.

• Less than 20% equity interest in Univision Communications,which we paid approximately $2.9 million from January 1, 2013through April 30, 2013 for advertising services.

Each of these agreements was negotiated at arm’s length, and webelieve each represents market terms.

Corey A. Linquist co-founded legacy MetroPCS and is the son ofRoger D. Linquist, our former Chief Executive Officer and Chairmanof the Board. Mr. Corey Linquist served as Vice President andGeneral Manager, Sacramento of legacy MetroPCS from January2001 until April 30, 2013. In 2013, we paid Mr. Corey Linquist$106,017 in base salary and we granted him options to purchase upto 20,000 shares of our common stock at an exercise price of$11.49 per share. Additionally, we awarded Mr. Corey Linquist10,000 shares of restricted stock in 2013.

Phillip R. Terry, the son-in-law of Roger D. Linquist, served as anofficer of legacy MetroPCS, including as Senior Vice President,Corporate Marketing from March 2009 until April 30, 2013 and asVice President of Corporate Marketing from December 2003 toFebruary 2009. In 2013, we paid Mr. Terry $100,276 in base salary,and we granted him options to purchase 25,000 shares to acquireour common stock at an exercise price of $11.49 per share.Additionally, we awarded Mr. Terry 12,500 shares of restricted stockin 2013.



IndemnificationWe indemnify our directors and our officers to the fullest extentpermitted by law so that they will be free from undue concern aboutpersonal liability in connection with their service to the Company.This is required under our certificate of incorporation, and we havealso entered into agreements with our directors and executiveofficers which require us to indemnify and advance expenses tosuch directors and executive officers to the fullest extent permittedby applicable law if the person is or threatened to be made a party toany threatened, pending or completed action, suit, hearing,

arbitration, alternate dispute resolution mechanism, investigation,administrative hearing or any other proceeding, whether formal orinformal, governmental or nongovernmental, or civil, criminal,administrative or investigative, provided such director or executiveofficer acted in good faith and in a manner he or she reasonablybelieved to be in, or not opposed to, the best interest of theCompany or in a manner otherwise expressly permitted under ourcertificate of incorporation, bylaws or the Stockholder’s Agreement.

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Proposal 4-Stockholder Proposal Related to Human Rights Risk Assessment

Mr. Greg A. Kinczewski, on behalf of Marco Consulting Group Trust I,550 W. Washington Blvd., Suite 900, Chicago, Illinois 60661, abeneficial owner of 5,546 shares of the Company’s common stock,

has advised us that he intends to submit the following proposal at theAnnual Meeting.

Human Rights Risk ProposalRESOLVED, that stockholders of T-Mobile US, Inc. (“T-Mobile”) urgethe Board of Directors to report to stockholders, at reasonable costand omitting proprietary information, on T-Mobile’s process foridentifying and analyzing potential and actual human rights risks ofT-Mobile’s services, operations and supply chain (referred to hereinas a “human rights risk assessment”) addressing the following:

• Human rights principles used to frame the assessment

• Frequency of assessment

• Methodology used to track and measure performance

• Nature and extent of consultation with relevant stakeholders inconnection with the assessment

• How the results of the assessment are incorporated into companypolicies and decision making

The report should be made available on T-Mobile’s website no laterthan the 2015 annual meeting of stockholders.

Supporting StatementAs long-term stockholders, we favor policies and practices thatprotect and enhance the value of our investments. There is increasingrecognition that company risks related to human rights violations,such as litigation, reputational damage, and production disruptions,can adversely affect shareholder value. To manage such riskseffectively, we believe companies must assess the risks posed byhuman rights practices in their operations and supply chain, as wellas by the use of their products.

The importance of human rights risk assessment is reflected in theUnited Nations Guiding Principles on Business and Human Rights(the “UN Guiding Principles”) approved by the UN Human RightsCouncil in 2011 and informally known as the Ruggie Principles. TheUN Guiding Principles urge that “business enterprises should carryout human rights due diligence assessing actual and potential humanrights impacts, integrating and acting upon the findings, trackingresponses, and communicating how impacts are addressed.”(http://www.business-humanrights.org/media/documents/ruggie/ruggie-guiding-principles-21-mar-2011.pdf.)

A 2012 report titled “Unacceptable: We Expect Better,” by the unionsver.di and Communications Workers of America have shownevidence of suspected labor rights violations at T-Mobile’s

predecessor T-Mobile USA since 2001. T-Mobile has been criticizedfor violating its employees’ freedom of association rights to organizeand bargain collectively in at least two other reports:

• A 2009 report by the American Rights at Work Education Fund,“Lowering The Bar or Setting The Standard?” stated “T -MobileUSA has conducted a systematic campaign to prevent employeesfrom exercising their right to form a union.”

• A 2010 report by Human Rights Watch, “A Strange Case,” foundthat “T-Mobile USA’s harsh opposition to workers’ freedom ofassociation in the United States betrays Deutsche Telekom’ spurported commitment to social responsibility, impedesconstructive dialogue with employee representatives, and inseveral cases, has violated ILO and OECD labor and human rightsstandards.”

We are also concerned that human rights violations may occur inT-Mobile’s operations outside the United States and in the vendors ituses internationally. A human rights assessment of T-Mobile’soperations and supply chain could reveal serious existing risks toshareholder value, risks that could be ameliorated before theymaterialize.


PROPOSAL 4 – STOCKHOLDER PROPOSAL RELATED TO HUMAN RIGHTS RISK ASSESSMENT

Board of Directors’ Response to Proposal 4The Board recommends a vote “AGAINST” Proposal 4.

The Company is committed to supporting and maintaining the higheststandards of ethical conduct and respect for human rights. Our Code ofBusiness Conduct, or our Code, articulates our standards for integrityand respect for our customers, our co-workers and third-parties alike.Our Code requires, among other things, that our employees andofficers:

• Comply with all applicable federal, state and local laws andregulations.

• Provide a safe workplace by preventing or eliminating health andsafety risks and providing employees with appropriate safetytraining.

• Ensure that neither the Company nor any officer, employee,contractor, subcontractor, or agent of the Company retaliatesagainst or takes any action harmful to the person reportingviolations of the law or our Code.

Moreover, the Company complies with U.S. employment and laborlaws, including the right of its employees to support, organize andjoin a labor union. The Company does not prevent any of itsemployees from supporting, organizing or joining a union, and itprohibits discrimination and retaliation against such individuals.

We believe the three union-sponsored reports that are the source ofthe criticism at the core of the stockholder proposal are inaccurateand without merit and do not justify the cost and effort of theproposed human rights risk assessment.

In addition to our Code, we also maintain a Supplier Code ofConduct, or our Supplier Code, that reinforces our expectation thatour vendors, dealers, and other business partners share ourcommitment to full legal compliance and uncompromised ethics in

how they do business. We require our suppliers to fully comply withour Supplier Code and ensure their employees and subcontractorscomply with the requirements.

The Supplier Code requires suppliers to share the Company’scommitment to human rights and equal opportunity in the workplace and to conduct their employment practices in full compliancewith all applicable laws and regulations. The Supplier Code prohibitsinvoluntary or child labor and noncompliance with applicable wageand hour laws.

The Company’s demonstrated commitment to high human rightsstandards and ethical conduct has been recognized repeatedly byothers. For example, in 2014, the Company was recognized as oneof the 2014 World’s Most Ethical Companies by Ethisphere Institute,an independent center of research, best practices and thoughtleadership that promotes best practices in corporate ethics. Thiswas the sixth straight year we received this award, which validatedour constant focus on integrity and our values.

In addition to our recognized commitment to the highest ethical andhuman rights standards, the Company also maintains a robust riskassessment program. As more fully discussed in “Board’s Role inRisk Management” on pages 14 and 15, our management regularlyconducts an enterprise-wide risk assessment, where risks, includinglegal, regulatory and reputational risks, are considered bymanagement. This assessment is regularly reviewed with the AuditCommittee of the Board of Directors.

The proposed human rights risk assessment is unnecessary in lightof the Company’s demonstrated and independently verifiedcommitment to human rights and ethical conduct. The proposalrepresents a diversion of resources and a duplication of effort withno corresponding benefit to the Company or its stockholders,employees or customers.

Required VoteStockholder approval of this stockholder proposal requires anumber of “FOR” votes that is a majority of the votes cast by the

holders of our shares of common stock entitled to vote on theproposal at the Annual Meeting.

The Board of Directors recommends that you vote“AGAINST”

the proposal related to human rights risk assessment.

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Other Information and Business

Company InformationOur website contains the Company’s current corporate governanceguidelines, committee charters, code of business conduct, code ofethics for senior financial officers and SEC filings. You may view ordownload any of these documents free of charge on the InvestorRelations section of our website at http://investor.t-mobile.com byselecting “Governance Documents” under the “CorporateGovernance” tab. By selecting “SEC Filings” under the “FinancialPerformance” tab, you will also find a copy of this Proxy Statement, acopy of the 2013 Annual Report to Stockholders, a copy of the

Company’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2013, and of the Company’s quarterly reports onForm 10-Q and current reports on Form 8-K. You may obtain a copyof any of the above-listed documents, including the Company’sAnnual Report on Form 10-K, upon request, free of charge, bysending a request in writing to the Company’s Investor Relationsdepartment at T-Mobile US, Inc., 1 Park Avenue, 14th Floor, NewYork, NY 10016.

Duplicate Mailings (Householding)We have adopted a procedure called “householding,” which hasbeen approved by the SEC. Under this procedure, we will deliver onlyone copy of our Notice of Internet Availability of Proxy Materials, andfor those stockholders that received a paper copy of proxy materialsin the mail, one copy of this Proxy Statement and our 2013 AnnualReport to Stockholders, to multiple stockholders who share the sameaddress (if they appear to be members of the same family) unless wehave received contrary instructions from an affected stockholder.

If you received only one copy of this Proxy Statement and the 2013Annual Report to Stockholders or Notice of Internet Availability of

Proxy Materials and wish to receive a separate copy for eachstockholder at your household, or if you wish to participate inhouseholding, please contact Broadridge Financial Services, Inc.either by calling toll free at (800) 542-1061 or by writing to BroadridgeFinancial Services, Inc., Householding Department, 51 MercedesWay, Edgewood, New York, 11717.

A number of brokerage firms have instituted householding. If you holdyour shares in street name, please contact your bank, broker or otherholder of record to request information on householding.

Stockholder Proposals for the 2015 Annual Meeting ofStockholdersProposals Pursuant to Rule 14a-8. Pursuant to Rule 14a-8 underthe Exchange Act, stockholders may present proper proposals forinclusion in our Proxy Statement and for consideration at our 2015Annual Meeting of Stockholders. To be eligible for inclusion in our2015 Proxy Statement under Rule 14a-8, your proposal must bereceived by us no later than the close of business on December 26,2014, and must otherwise comply with Rule 14a-8. While the Boardof Directors will consider stockholder proposals, we reserve the rightto omit from our proxy statement stockholder proposals that we arenot required to include under the Exchange Act, includingRule 14a-8.

Business Proposals and Nominations Pursuant to OurBylaws. Under our bylaws, in order to nominate a director or bringany other business before the stockholders at the 2015 AnnualMeeting of Stockholders that will not be included in our ProxyStatement pursuant to Rule 14a-8, you must comply with the

procedures and timing specifically described in our bylaws. Inaddition, assuming the date of the 2015 Annual Meeting ofStockholders is not more than 30 days before and not more than60 days after the anniversary date of the 2014 Annual Meeting, youmust notify us in writing, and such written notice must be delivered toour secretary no earlier than February 5, 2015, and no later thanMarch 9, 2015.

A copy of our bylaws setting forth the requirements for thenomination of director candidates by stockholders and therequirements for proposals by stockholders may be obtained free ofcharge from our Corporate Secretary at 12920 SE 38th Street,Bellevue, Washington 98006. A nomination or proposal that does notcomply with the above procedures will be disregarded. Compliancewith the above procedures does not require the Company to includethe proposed nominee or proposal in the Company’s proxysolicitation material.


OTHER INFORMATION AND BUSINESS

Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires the Company’sdirectors, executive officers and holders of 10% or more of theCompany’s outstanding common stock to file reports concerningtheir ownership (Form 3) and changes in ownership (Form 4 and

Form 5) of Company equity securities with the SEC. Based solelyupon our review of such reports, the Company believes that allpersons filed on a timely basis all reports required by Section 16(a).

Other BusinessManagement does not know of any other items or business, otherthan those in the accompanying Notice of Annual Meeting ofStockholders that may properly come before the Annual Meeting orother matters incident to the conduct of the Annual Meeting.

As to any other item or proposal that may properly come before theAnnual Meeting, including voting on a proposal omitted from thisProxy Statement pursuant to the rules of the SEC, it is intended thatproxies will be voted in accordance with the discretion of the proxyholders.

By Order of the Board of Directors,

David A. MillerExecutive Vice President, General Counsel and Secretary

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